Common use of Priority in Piggy-Back Registrations Clause in Contracts

Priority in Piggy-Back Registrations. If any of the shares of Nobel Common Stock registered pursuant to any Piggy-Back Registration are to be sold in one or more firm commitment underwritten offerings, and the managing underwriter or underwriters advise Nobel and the holders of such shares of Nobel Common Stock in writing that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed to be sold in such offering exceeds the maximum number that can be sold in such offering without materially adversely affecting the success thereof, Nobel shall include in such registration only such maximum number of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall be included in such offering prior to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own account, (ii) any and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are entitled to contractual "piggy-back" or "incidental" rights to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rights.

Priority in Piggy-Back Registrations. If any of the shares of Nobel Common Stock registered pursuant to any Piggy-Back Registration are to be sold in one or more firm commitment underwritten offerings, and the managing underwriter or underwriters of any underwritten offering or, in the case of any offering that is not underwritten, a nationally recognized investment banking firm shall advise Nobel the Company (and the holders Company shall in each case so advise each Selling Holder of Registrable Securities requesting registration of such shares of Nobel Common Stock advice in writing that writing) that, in its or their opinion opinion, the number or type of shares of Nobel Common Stock (including Nobel Shares) proposed Registrable Securities requested to be sold included in such registration would materially adversely affect such offering exceeds or the maximum market for the Company's securities, then the Company will include in such registration, to the extent of the number that and type of securities which the Company is so advised can be sold in (or during the time of) such offering without materially adversely affecting offering, first, all securities of the success thereof, Nobel shall include in such registration only such maximum number of shares of Nobel Common Stock which, in Company proposed by the opinion of such underwriter or underwriters, can Company to be sold without such material adverse effect, such shares to be allocated as follows: first, there shall be included in such offering prior to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own account, (ii) any and all shares or, in the case of Nobel Common Stock being registered a secondary offering made pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held granted to any Person other than a holder of Registrable Securities, all securities of the Company that such Person proposes to sell; second, all securities, if any (the "Principal Stockholders' Securities"), proposed by the holders of such shares is reduced upon completion Company to be sold for the account of the offering), (iii) any and all shares Principal Stockholders pursuant to the exercise of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are entitled to contractual "piggy-back" or "incidental" back registration rights under the Principal Stockholders' Registration Rights agreement; third, such Registrable Securities requested to be included in such registration pursuant to this Agreement (pro rata, based on the Piggy-Back Registrationnumber of Registrable Securities requested to be included by each Selling Holder hereunder) among such Selling Holders; fourth, and (iv) any and all shares of Nobel Common Stock held by persons such Registrable Securities requested to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable registration pursuant to the respective numbers Inco Registration Rights Agreement (pro rata, based on the number of shares of Nobel Common Stock Registrable Securities requested to be included therein by such holderseach holder thereunder); thirdand fifth, shares held by persons who have no all securities of the Company to be sold for the account of a Person other than a holder of Registrable Securities or inferior contractual "piggy-back" or "incidental" rightsPrincipal Stockholders' Securities, as the case may be.

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 7 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company or Weekly Reader, as applicable, the Company or Weekly Reader, as applicable, will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 7, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's or Weekly Reader's, as applicable, other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock securities requested to be included in such registration (including Nobel Sharessecurities of the Company or Weekly Reader, as applicable, that are not Registrable Securities) proposed is such as to be sold in adversely affect the success of such offering exceeds offering, including the maximum number that price at which such securities can be sold in (or during the time of) such offering without materially adversely affecting offering, then the success thereofCompany or Weekly Reader, Nobel shall as applicable, will be required to include in such registration statement only such maximum number the amount of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall securities that it is so advised should be included in such registration. In such event, (x) in cases initially involving the registration for sale of securities for the Company's or Weekly Reader's, as applicable, own account, securities shall be registered in such offering prior to any Nobel Shares in the following order of priority: (i) all first, the shares of Nobel Common Stock which Nobel securities that the Company or Weekly Reader, as applicable, proposes to sell for its own accountregister, and (ii) any second, the securities that have been requested to be included in such registration by Holders and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are Persons entitled to contractual exercise "piggy-back" registration rights pursuant to contractual commitments of the Company or Weekly Reader, as applicable, (PRO RATA on the amount of securities sought to be registered by such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's or Weekly Reader's, as applicable, own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "incidentaldemand" rights registration right pursuant to a contractual commitment of the Company or Weekly Reader, as applicable, is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Registrable Securities sought to be included by Holders shall be included PRO RATA based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held such registration by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares Holders and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual exercise "piggy-back" registration rights pursuant to contractual commitments (PRO RATA based on the amount of securities sought to be registered by such Holders and persons) and (iii) third, the securities which the Company or "incidental" rightsWeekly Reader, as applicable, proposes to register.

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 6 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 6, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock securities requested to be included in such registration (including Nobel Sharessecurities of the Company that are not Registrable Securities) proposed is such as to be sold in adversely affect the success of such offering exceeds offering, including the maximum number that price at which such securities can be sold in (or during the time of) such offering without materially adversely affecting offering, then the success thereof, Nobel shall Company will be required to include in such registration statement only such maximum number the amount of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall securities that it is so advised should be included in such registration. In such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering prior to any Nobel Shares in the following order of priority: (i) all first, the shares of Nobel Common Stock which Nobel securities that the Company proposes to sell for its own accountregister, and (ii) any second, the securities that have been requested to be included in such registration by Holders and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are Persons entitled to contractual exercise "piggy-back" or registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "incidentaldemand" rights registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Registrable Securities sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held such registration by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares Holders and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual exercise "piggy-back" or "incidental" rightsregistration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such Holders and persons) and (iii) third, the securities which the Company proposes to register.

Priority in Piggy-Back Registrations. If any a registration pursuant ------------------------------------ to this Section 6 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 6, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed securities requested to be sold included in such offering registration exceeds the maximum number that which can be sold in (or during the time of) such offering without materially adversely affecting offering, then the success thereof, Nobel shall Company will be required to include in such registration statement only such maximum number the amount of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall securities that it is so advised should be included in such registration. In such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering prior to any Nobel Shares in the following order of priority: (i) all first, the shares of Nobel Common Stock which Nobel securities that the Company proposes to sell for its own accountregister, and (ii) any second, the securities that have been requested to be included in such registration by Holders and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are Persons entitled to contractual exercise "piggy-back" or registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by --- ---- such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "incidentaldemand" rights registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such --- ---- persons), (ii) second, the securities that have been requested to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held such registration by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares Holders and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual exercise "piggy-back" or "incidental" rightsregistration rights pursuant to contractual commitments (pro rata based on the --- ---- amount of securities sought to be registered by such Holders and persons) and (iii) third, the securities which the Company proposes to register.

Priority in Piggy-Back Registrations. If any of the shares of Nobel Common Stock registered a registration pursuant to any Piggy-Back Registration are to be sold in one or more firm commitment Section 2.1 involves an underwritten offeringsoffering, and the managing underwriter or underwriters (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise Nobel and the holders of such shares of Nobel Common Stock Company in writing that (with a copy to each holder of Registrable Securities requesting registration thereof) that, in its or their opinion opinion, the number of shares of Nobel Common Stock (including Nobel Shares) securities requested and otherwise proposed to be sold included in such offering registration exceeds the maximum number that which can be sold in such offering without materially and adversely affecting the success thereofoffering price, Nobel the Company shall include in such registration only such maximum to the extent of the number of shares of Nobel Common Stock which, in which the opinion of such underwriter or underwriters, Company is so advised can be sold in such offering without such material adverse effect, such shares to be allocated as follows: first, there shall the securities, if any, proposed to be included in such offering prior sold by the Company for its own account; second, to any Nobel Shares (i) all the shares extent that the number of Nobel Common Stock securities which Nobel the Company proposes to sell for its own account, (ii) any and all shares of Nobel Common Stock being registered account pursuant to "demand" such offering is less than the number of securities which the Company has been advised can be sold in such offering without having the material adverse effect referred to above, any Qualified Securities requested to be included in such registration rights of a holder or holders (provided by Conpress; third, to the extent that the number of demand registration rights held by securities which the holders of Company proposes to sell for its own account pursuant to such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are entitled to contractual "piggy-back" or "incidental" rights to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection offering together with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be those securities included in such offering Nobel Shares and pursuant to clause second is less than the number of shares which the Company has been advised can be sold in such offering without having the material adverse effect referred to above, any Registrable Securities proposed to be sold by each holder (other shares of Nobel Common Stock held by persons having rights than Conpress) pursuant to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") Section 2.1, pro rata among all holders as nearly as practicable to such holders, on the respective numbers basis of shares the number of Nobel Common Stock requested securities registered to be included therein by such holders; thirdand fourth, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to such offering together with those securities included in such offering pursuant to clause second and third is less than the number of shares held which the Company has been advised can be sold in such offering without having the material adverse effect referred to above, any securities initially proposed to be registered by persons who have no or inferior contractual "piggy-back" or "incidental" rightsthe Company for the accounts of other Persons pursuant to the exercise of demand registration rights (if any) if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such amount and to the extent required by such agreement.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to Section 6(c) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of AMRE, to be distributed (on a firm commitment basis) by or through one or more underwriters, whether or not the Registrable Securities so requested to be registered for sale for the account of any of the shares Signatory Stockholders are also to be included in such underwritten offering, and (ii) the managing underwriter of Nobel Common Stock registered pursuant such underwritten offering shall inform in writing AMRE and each of the Signatory Stockholders who have requested registration of any Registrable Securities of its belief that the number of securities requested to any Piggy-Back Registration are be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then AMRE may include in such offering all securities proposed by AMRE to be sold for its own account and all securities proposed to be sold by any other holders of AMRE securities exercising demand registration rights (if any) and may decrease the number of Registrable Securities and other securities of AMRE that are requested to be included in one or more firm commitment underwritten offerings, and such registration by decreasing the managing underwriter or underwriters advise Nobel and Registrable Securities requested to be included in such registration (pro rata among all the holders of Registrable Securities requesting such shares registration on the basis of Nobel Common Stock in writing that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Sharessuch securities held by such holder immediately prior to the filing of the registration statement with respect to such registration). AMRE shall not be required under this Section 6(c) proposed to be sold include any of the Registrable Securities in such offering exceeds underwriting unless the maximum number that can be sold in Signatory Stockholder owning such offering without materially adversely affecting Registrable Securities accepts the success thereof, Nobel shall include in such registration only such maximum number of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall be included in such offering prior to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own account, (ii) any and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion terms of the offering), (iii) any underwriting as determined by AMRE and all shares of Nobel Common Stock held the underwriters selected by persons (or their successors) who as of February 2, 1996 are entitled to contractual "piggy-back" or "incidental" rights to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rightsAMRE.

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 3 involves an underwritten offering of the shares securities so being registered, 8 whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed securities requested to be sold included in such offering registration exceeds the maximum number that which can be sold in (or during the time of) such offering without materially adversely affecting offering, then the success thereof, Nobel shall Company will be required to include in such registration statement only the amount of securities that it is so advised should be included in such maximum number registration. In such event, (x) in cases initially involving the registration for sale of shares of Nobel Common Stock whichsecurities for the Company's own account, securities shall be registered in such offering in the opinion following order of such underwriter or underwriterspriority: (i) first, can be sold without such material adverse effectthe securities that the Company proposes to register, such shares (ii) second, the securities that have been requested to be allocated included in such registration by Holders and Management Holders (pro rata on the amount of securities sought to be registered by such Holders and Management Holders), and (iii) third, the securities that have been requested to be included in such registration by Persons (other than Holders and Management Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included in by Holders shall be included pro rata based on the amount of securities sought to be registered by such offering prior to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own accountpersons), (ii) any second, the securities that have been requested to be included in such registration by Holders and all shares Management Holders (pro rata on the amount of Nobel Common Stock being securities sought to be registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offeringHolders and Management Holders), (iii) any and all shares third, securities of Nobel Common Stock held by other persons (or their successors) who as of February 2, 1996 are entitled to contractual exercise "piggy-back" or "incidental" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be included in the Piggy-Back Registration, registered by such persons) and (iv) any and all shares of Nobel Common Stock held by persons fourth, the securities which the Company proposes to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rightsregister.

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 3 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed securities requested to be sold included in such offering registration exceeds the maximum number that which can be sold in (or during the time of) such offering, then, in such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering without materially adversely affecting the success thereof, Nobel shall include in such registration only such maximum number of shares of Nobel Common Stock which, in the opinion following order of such underwriter or underwriterspriority: (i) first, can be sold without such material adverse effectthe securities that the Company proposes to register, such shares (ii) second, the securities that have been requested to be allocated as follows: firstregistered pursuant to the Series A Registration Rights Agreement, there shall (iii) third, the securities that have been requested to be included in such offering prior registration by Holders (pro rata on the amount of securities sought to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own account, (ii) any and all shares of Nobel Common Stock being be registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offeringHolders), and (iiiiv) any and all shares of Nobel Common Stock held fourth, the securities that have been requested to be included in such registration by persons Persons (or their successorsother than Holders) who as of February 2, 1996 are entitled to contractual exercise "piggy-back" or registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "incidentaldemand" rights registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration pursuant to the Piggy-Back RegistrationSeries A Registration Rights Agreement, and (iviii) any and all shares of Nobel Common Stock held by persons third, the securities that have been requested to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and registration by Holders (pro rata on the amount of securities sought to be registered by such Holders), (iv) fourth, securities of other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual exercise "piggy-back" or "incidental" rightsregistration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such persons) and (v) fifth, the securities which the Company proposes to register.

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 3 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed securities requested to be sold included in such offering registration exceeds the maximum number that which can be sold in (or during the time of) such offering, then, in such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering without materially adversely affecting the success thereof, Nobel shall include in such registration only such maximum number of shares of Nobel Common Stock which, in the opinion following order of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as followspriority: (i) first, there shall the securities that the Company proposes to register, and (ii) second, the securities that have been requested to be included in such offering prior registration by Holders (pro rata on the amount of securities sought to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own account, (ii) any and all shares of Nobel Common Stock being be registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offeringHolders), and (iii) any and all shares of Nobel Common Stock held third, the securities that have been requested to be included in such registration by persons Persons (or their successorsother than Holders) who as of February 2, 1996 are entitled to contractual exercise "piggy-back" or "incidental" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be included in the Piggy-Back Registration, registered by such Persons); and (ivy) any and all shares of Nobel Common Stock held by persons to whom shares of Nobel Common Stock are issued after in cases not initially involving the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rights.registration for sale of

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 6 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 6, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock securities requested to be included in such registration (including Nobel Sharessecurities of the Company that are not Registrable Securities) proposed is such as to be sold in adversely affect the success of such offering exceeds offering, including the maximum number that price at which such securities can be sold in (or during the time of) such offering without materially adversely affecting offering, then the success thereof, Nobel shall Company will be required to include in such registration statement only such maximum number the amount of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall securities that it is so advised should be included in such registration. In such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering prior to any Nobel Shares in the following order of priority: (i) all first, the shares of Nobel Common Stock which Nobel securities that the Company proposes to sell for its own accountregister, and (ii) any second, the securities that have been requested to be included in such registration by Holders and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are Persons entitled to contractual exercise "piggy-back" or registration rights pursuant to contractual commitments of the Company (PRO RATA on the amount of securities sought to be registered by such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "incidentaldemand" rights registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Registrable Securities sought to be included by Holders shall be included PRO RATA based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held such registration by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares Holders and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual exercise "piggy-back" or "incidental" rightsregistration rights pursuant to contractual commitments (PRO RATA based on the amount of securities sought to be registered by such Holders and persons) and (iii) third, the securities which the Company proposes to register.

Priority in Piggy-Back Registrations. If any (i) a registration pursuant to this Article III involves an underwritten offering of the shares securities being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant to any Piggy-Back Registration are the Company, to be sold in distributed (on a firm commitment basis) by or through one or more firm commitment underwritten offeringsunderwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters advise Nobel would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the holders approximate number of such shares of Nobel Common Stock in writing that in its or their opinion Registrable Securities which may be distributed without such effect), then the number of shares of Nobel Common Stock (including Nobel Shares) proposed Company will be required to be sold in such offering exceeds the maximum number that can be sold in such offering without materially adversely affecting the success thereof, Nobel shall include in such registration only such maximum number the amount of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering prior to any Nobel Shares in the following order of priority: (i) all first, the shares of Nobel Common Stock securities which Nobel the Company proposes to sell for its own accountregister, (ii) any second, Registrable Securities other than Registrable Securities issued or issuable upon conversion of Piggyback Stock (pro rata on the amount of securities sought to be registered by such Persons), and all shares (iii) third, the securities which have been requested to be included in such registration by Persons (including holders of Nobel Common Stock being registered Registrable Securities issued or issuable upon conversion of Piggyback Stock) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration rights of right pursuant to a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion contractual commitment of the offeringCompany is the basis for the registration, (ii) second, Registrable Securities other than Registrable Securities issued or issuable upon conversion of Piggyback Stock (pro rata on the amount of securities sought to be registered by such Persons), (iii) any and all shares third, the securities which have been requested to be included in such registration by Persons (including holders of Nobel Common Stock held by persons (Registrable Securities issued or their successorsissuable upon conversion of Piggyback Stock) who as of February 2, 1996 are entitled to contractual exercise "piggy-back" or "incidental" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be included in the Piggy-Back Registrationregistered by such Persons), and (iv) any and all shares of Nobel Common Stock held by persons fourth, the securities which the Company proposes to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rightsregister.

Priority in Piggy-Back Registrations. If any a registration pursuant to this Section 3 involves an underwritten offering of the shares securities so being registered, whether or not for sale for the account of Nobel Common Stock registered pursuant the Company, the Company will, if requested by any Holder and subject to any Piggy-Back Registration are the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold in one or more firm commitment underwritten offeringsby such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, and if the managing underwriter or underwriters advise Nobel of such underwritten offering shall, in writing, inform the Holders requesting such registration and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such shares underwritten offering of Nobel Common Stock in writing its belief that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed securities requested to be sold included in such offering registration exceeds the maximum number that which can be sold in (or during the time of) such offering without materially adversely affecting offering, then, the success thereof, Nobel shall Company will be required to include in such registration statement only the amount of securities that it is so advised should be included in such maximum number registration. In such event, (x) in cases initially involving the registration for sale of shares of Nobel Common Stock whichsecurities for the Company's own account, securities shall be registered in such offering in the opinion following order of such underwriter or underwriterspriority: (i) first, can be sold without such material adverse effectthe securities that the Company proposes to register, such shares (ii) second, the securities that have been requested to be allocated included in such registration by Management Stockholders and Warrant Holders (pro rata on the amount of securities sought to be registered by such Holders and Management Holders), and (iii) third, the securities that have been requested to be included in such registration by Persons (other than Management Stockholders and Warrant Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and securities sought to be included in by Holders shall be included pro rata based on the amount of securities sought to be registered by such offering prior to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own accountpersons), (ii) any second, the securities that have been requested to be included in such registration by Holders and all shares Warrant Holders (pro rata on the amount of Nobel Common Stock being securities sought to be registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offeringHolders and Warrant Holders), (iii) any and all shares third, securities of Nobel Common Stock held by other persons (or their successors) who as of February 2, 1996 are entitled to contractual exercise "piggy-back" or "incidental" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be included in the Piggy-Back Registration, registered by such persons) and (iv) any and all shares of Nobel Common Stock held by persons fourth, the securities which the Company proposes to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rightsregister.