Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the basis of the number of Registrable Securities requested to be included by such holders, and (ii) second, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 2 section 13.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, first Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holdersregistration, pro rata among the holders thereof requesting such holders on the basis of the number of Registrable Securities securities requested to be included by such holders, holders and (ii) second, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securitiesthereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section paragraph 2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, that in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (ia) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the basis of the number of shares of such securities requested to be included by such holders, (b) second, other Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders, and (iic) secondthird, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.. 2.7

Priority in Requested Registrations. If a requested registration Registration pursuant to this Section 2 10.01 involves an underwritten offering, offering and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of equity securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) Registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering Registration (i) first, Registrable Securities requested proposed to be included in such registration registered by the holder or holders of Registrable Securities who are Initiating HoldersHolders thereof, pro rata among such holders based on the basis of the number of securities proposed to be registered by each such Holder and (ii) second, securities that the Company proposes to issue and sell for its own account and all other securities proposed to be registered by the holders thereof, pro rata based on the number of securities proposed to be registered by each such Person; PROVIDED, HOWEVER, that if in any such underwritten offering the Company includes in such Registration Statement less than 100% of the Registrable Securities requested to be included therein by any Holder thereof, then such holders, and (ii) second, other securities Registration Statement shall not be included as one of the Company proposed Registrations which the Holders of Registrable Securities are entitled to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securitiesrequest pursuant to Section 10.01(b).

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 section 9.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, that in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the Initiating Holders, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the basis of the number of shares of such securities requested to be included by such holders, (ii) second, other Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders, and (iiiii) secondthird, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 Article II involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range reasonably acceptable to the Company and to the holders of a majority (by number of Units) of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration pro rata among the holders thereof requesting such registration as provided in Section 2.1 on the basis of the number of such securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the basis of the number of Registrable Securities requested to be included by such holdersSecurities, and (ii) second, other securities of the Company proposed to be included in such registration, registration in accordance with any manner and amount selected by the priorities, if any, then existing among the Company and the holders of such other securitiesCompany.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Exhibit 99.1 Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, pro rata among such holders on the basis of the number of Registrable Securities such securities requested to be included by such holders, ; and (ii) second, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securitiesthereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, that in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the basis of the number of shares of such securities requested to be included by such holders, (ii) second, other Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders, and (iiiii) secondthird, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.

Priority in Requested Registrations. If a requested registration pursuant to this Section paragraph 2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, that in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (ia) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the basis of the number of shares of such securities requested to be included by such holders, (b) second, other Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders, and (iic) secondthird, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 section 13.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering (i) firstoffering, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, first, pro rata among the holders thereof requesting such holders registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, and (ii) second, other any such securities of the Company proposed requested to be included in such registration, in accordance with the priorities, if any, then existing among by the Company and the and, third, pro rata among any other holders of thereof, requesting such other securitiesregistration pursuant to section 13.2(b).

Priority in Requested Registrations. If a requested registration Full Demand Registration pursuant to this Section 2 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) firstoffering, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holdersregistration, allocated pro rata among the holders thereof requesting such holders registration on the basis of the number numbers of such Registrable Securities requested to be included by such holders. In connection with any registration as to which the provisions of this clause (g) apply, and (ii) second, no securities other securities of the Company proposed to than Registrable Securities shall be included in covered by such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securitiesregistrations.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 5.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting request- ing registration) that, in its opinion, the number of securities requested to be included in such registration registra- tion (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securi- ties requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holdersregistra- tion, pro rata among the holders thereof requesting such holders registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, and (ii) second, securities the Company proposes to sell and (iii) other securities of the Company proposed requested to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securities.there- of. 8

Priority in Requested Registrations. If a the requested registration ----------------------------------- pursuant to this Section 2 section 2.l involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, pro rata among such holders requesting --- ---- such registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, and (ii) second, subject to section 2.1(a) hereof, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the registration by other holders of such other securitieswho may have "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities so requested to be included, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering (i) offering, first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, pro rata among such holders requesting such registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, holders and (ii) second, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securitiesthereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 2.1(a) involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, pro rata PRO RATA among such holders requesting such registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, holders and (ii) second, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securitiesthereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering (i) firstoffering, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holdersregistration, allocated pro rata among the holders thereof requesting such holders registration on the basis of the number respective percentages of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested to be included by that such holders, and (ii) second, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.2 97

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company or other Persons which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, pro rata among such holders requesting such registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, and (ii) second, other securities of the Company that the Company proposes to sell and (iii) third, securities of the Company held by other Persons having registration rights proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securitiesthereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, an investment banker) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) offering, first, the Registrable Securities of the Stockholders requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating Holdersregistration, pro rata rata, among all such holders holders, on the basis of the number of Registrable Securities requested to be included held by such holders, and (ii) second, other securities of the Company proposed to be included in such registration, in accordance with the prioritiessecurities, if any, then existing among being sold by the Company and Company. Notwithstanding the holders foregoing, no Stockholder that is an officer or director or an Affiliate thereof will be entitled to participate in any such registration requested by the Stockholders to the extent the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such other securitiesStockholder would adversely affect the marketability of the securities being sold in such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of to be sold by the Company which are or by other Persons not holding Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in any such registration registration, to the extent of the number which the Company is so advised can be sold in such offering offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities who are Initiating HoldersSecurities, pro rata among such holders requesting such registration on the basis of the number of Registrable Securities such securities requested to be included by such holders, and (ii) second, other securities of the Company that the Company proposes to sell and (iii) third, securities of the Company held by other Persons having registration rights proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and registration by the holders of such other securitiesthereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 4 involves an underwritten offering, offering and the managing underwriter shall advise or underwriters in good faith advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) exceeds the largest number of securities which can be sold in such offeringoffering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) first, Registrable Securities Shares requested to be included in such registration by any Holder and the holder or holders of Registrable Securities who are Initiating Holders, securities held by Other Holders requested to be included in such registration pro rata among such holders Holders and Other Holders on the basis of the number of Registrable Securities securities requested to be included by such holders, Holders and Other Holders and (ii) second, other securities of the Company proposed by the Company to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securitiessold for its own account.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 4 involves an underwritten offering, offering and the managing underwriter shall advise or underwriters in good faith advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) exceeds the largest number of securities which can be sold in such offeringoffering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (i) first, Registrable Securities Shares requested to be included in such registration by any Holder and the holder or holders of Registrable Securities who are Initiating Holders, securities held by other Persons requested to be included in such registration pro rata among such holders Holders and other Persons on the basis of the number of Registrable Securities securities requested to be included by such holders, Holders and other Persons and (ii) second, other securities of the Company proposed by the Company to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securitiessold for its own account.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2 2(a) involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder Person requesting registration of Registrable Securities requesting registrationSecurities) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the Company and holders of Registrable Securities who initiated the registration, the Company will include in any such registration to the extent of the number which the Company is so advised can be sold in such offering (iA) first, Registrable Securities requested to be included in such registration by the holder or Quad-C Holders and the Executive Holders, pro rata among such holders in proportion to the number of Registrable Securities who are Initiating Holdersheld by them, and (B) second, Registrable Securities requested to be included in such registration by all other holders thereof; pro rata among such holders on the basis of the number of Registrable Securities requested to be included by such holders, and (ii) second, other securities of the Company proposed to be included in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securitiesso registered.