Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this 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 offering 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 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 Section 2 involves an underwritten offering, and the managing or lead underwriter shall or underwriters advise the Company Requesting Holders in writing (with a copy of which shall be provided by the Requesting Holders to each holder of Registrable Securities requesting registrationthe Company) that, in its or their opinion, the number of securities requested to be included in such registration (including securities of by the Requesting Holders, the Company which are not Registrable Securities) and any other Person exceeds the number which that can be sold in such offering within a price range reasonably acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationRequesting Holders, the Company will shall include in such registration, to the extent of registration the number which of securities that the Company is Requesting Holders are so advised can be sold in such offering, offering pursuant to the following provisions: (i) first first, the Registrable Securities proposed to be included by the Requesting Holders and the securities requested to be included in such registrationregistration by the Company, each pro rata among in accordance with the holders thereof requesting such securities requested number of Registrable Securities proposed to be included by such holders the Requesting Holders and the number of securities so proposed to be included by the Company, respectively; and (ii) second, securities the Company proposes to sell and other securities of the Company any other Person or Persons proposed to be included in such registration by the holders thereofregistration.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationoffering, 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 registrationregistration by the holder or holders of Registrable Securities who are Initiating Holders, pro rata among such holders on the holders thereof requesting such securities basis of the number of Registrable 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 by registration, in accordance with the priorities, if any, then existing among the Company and the holders thereofof such other securities.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationoffering, 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 offeringoffering (a) first, Registrable Securities requested to be included in such registration by the 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, (ib) first 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 holders, and (iic) secondthird, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration by registration, in accordance with the priorities, if any, then existing among the Company and the holders thereofof such other securities.

Priority in Requested Registrations. If a requested -------------------------------------------------- registration ----------------------------------- pursuant to this section 13.1 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 offering within a price range reasonably acceptable to the Company and to the holders of a majority (by number of Shares of Common Stock) of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registration, 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 such the holder or holders of Registrable Securities, and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration in any manner and amount selected by the holders thereofCompany.

Priority in Requested Registrations. If a requested ----------------------------------- registration ----------------------------------- pursuant to this section 13.1 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by any holders of Registrable Securities, pro rata -------- among such holders requesting such registration on the holders thereof requesting basis of the number of 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 included in such registration by the other holders thereofwho may have "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holder or holders of Registrable Securities, pro rata among the holders thereof such holders requesting such registration on the basis of the number of such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a the requested registration ----------------------------------- Registration pursuant to this section 13.1 Section 1.1 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 without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering within a price range acceptable Registration (i) first, Registrable Securities ----- proposed to be registered by 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 a majority 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 80% of the Registrable Securities requested to be included in therein by Holder, then such registration, Registration Statement shall not be treated as the Company will include in such registration, Registration which Holder is entitled to the extent of the number which the Company is so advised can be sold in such offering, (i) first Registrable Securities requested request pursuant to be included in such registration, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereofSection 1.1(b).

Priority in Requested Registrations. If a the requested registration ----------------------------------- pursuant to this section 13.1 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holders of Registrable Securities, pro rata among such holders requesting --- ---- such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders holders, and (ii) second, subject to section 2.1(a) hereof, securities the Company proposes to sell and other securities of the Company included in such registration by the other holders thereofwho may have "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holder or holders of Registrable Securities, pro rata among such holders on the holders thereof requesting basis of the number of 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 included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 such registration, 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and -- other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationoffering, 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 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 holders, and (iiiii) secondthird, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration by registration, in accordance with the priorities, if any, then existing among the Company and the holders thereofof such other securities.

Priority in Requested Registrations. If a the requested ----------------------------------- registration ----------------------------------- pursuant to this section 13.1 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holders of Registrable Securities, pro rata --- ---- among such holders requesting such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders holders, and (ii) second, subject to section 2.1(a) hereof, securities the Company proposes to sell and other securities of the Company included in such registration by the other holders thereofwho may have "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and -- other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 Section 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 offering within a price range acceptable to the holders of a majority of the Registrable Securities Securi- ties requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistra- tion, pro rata among the holders thereof requesting such registration on the basis of the number of such securities requested to be included by such holders and holders, (ii) second, securities the Company proposes to sell and (iii) other securities of the Company requested to be included in such registration by the holders thereof.there- of. 8

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 4.1 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 Shareholder Rights Agreement ---------------------------- number which can be sold in such offering within a price range acceptable to the holders Requisite Holders (such writing to state the basis of a majority such opinion and the approximate number of the Registrable Securities requested to securities which may be included in such registrationoffering), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (ia) first first, Registrable - Securities requested to be included in such registrationregistration by the holders of such Registrable Securities, 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 holders, and (iib) second, securities the Company proposes to sell and other securities of the Company Company, - including Management Shares, proposed to be included in such registration by registration, in accordance with the priorities, if any, then existing among the Company and the holders thereofof such other securities.

Priority in Requested Registrations. If a requested registration ----------------------------------- Registration pursuant to this section 13.1 Section 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 without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering within a price range acceptable Registration (i) first, Registrable Securities proposed to be registered by Holders thereof, pro rata based on 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 a majority 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 in therein by any Holder thereof, then such registration, the Company will include in such registration, to the extent Registration Statement shall not be included as one of the number Registrations which the Company is so advised can be sold in such offering, (i) first Holders of Registrable Securities requested are entitled to be included in such registration, pro rata among the holders thereof requesting such securities requested request pursuant to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereofSection 10.01(b).

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 or other Persons which are not Registrable Securities) exceeds the number which can be sold in such offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders and holders, (ii) second, securities of the Company that the Company proposes to sell and other (iii) third, securities of the Company held by other Persons having registration rights proposed to be included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 Section 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 within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationoffering, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holder or holders of Registrable Securities, pro rata PRO RATA among such holders requesting such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 Section 7.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder 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 within a price range acceptable to the holders Initiating Holders (such writing to state the basis of a majority such opinion and the approximate number of the Registrable Securities requested to shares of securities which may be included in such registrationoffering without such effect), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistered by the Holders thereof pursuant to Section 7.3(a), pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and all other securities of the Company proposed to be included in such registration by in accordance with the priorities, if any, then existing among the Company and the holders thereofof such securities.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 such registration, 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 Section 2.1 involves an underwritten offering, and the managing underwriter underwriters shall advise the Company in writing (with a copy to each holder 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 within a price range acceptable to the holders Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which that the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the Holder or Holders of Registrable Securities, pro rata among such Holders on the holders thereof requesting basis of the number of shares of such securities so proposed to be sold and so requested to be included by such holders Holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders Holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the Initiating Holder, (ii) second, Registrable Securities requested to be included in such registration by any other holder of Registrable Securities, pro rata among --- ---- such other holders requesting such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders and (iiiii) secondthird, subject to section 2.1(a) hereof, securities the Company proposes to sell and other securities of the Company included in such registration by the other holders thereofwho may have "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- Registration pursuant to this section 13.1 Section 7.01 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 without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such Registration (i) first, Registrable Securities proposed to be registered by Holders thereof, pro rata based on 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 within a price range acceptable to the holders of a majority Company includes in such Registration Statement less than 100% of the Registrable Securities requested to be included in therein by any Holder thereof, then such registration, the Company will include in such registration, to the extent Registration Statement shall not be included as one of the number Registrations which the Company is so advised can be sold in such offering, (i) first Holders of Registrable Securities requested are entitled to be included in such registration, pro rata among the holders thereof requesting such securities requested request pursuant to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereofSection 7.01(b).

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationInitiating Holders, 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 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 holders, and (iiiii) secondthird, securities the Company proposes to sell and other securities of the Company proposed to be included in such registration by registration, in accordance with the priorities, if any, then existing among the Company and the holders thereofof such other securities.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 such registration, 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other -- securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 such registration, 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other -- securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 offering within a price range acceptable to the holders of a majority of the Registrable Securities so requested to be included in such registrationincluded, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registration, 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 such the holder or holders of Registrable Securities, and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration in any manner and amount selected by the holders thereofCompany.

Priority in Requested Registrations. If Subject to the preferential rights set forth in section 2.2(c) of the Wynn Registration Rights Agreement, if a requested registration ----------------------------------- pursuant to this section 13.1 2.1 involves an underwritten offeringoffering of the securities so being registered, 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 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first Registrable Securities first, the Registerable Shares requested to be included in such registration, pro rata among the holders thereof requesting such securities requested to be included registration by such holders SBM and (ii) second, securities Common Stock that the Company proposes to sell and other securities of the Company included in such registration by the holders thereof. In the event that as a result of the preferential rights set forth in section 2.2(c) above of the Wynn Registration Rights Agreement, SBM cannot include all of the securities it demanded to be included in such offering, then SBM shall have the right to exercise its demand right pursuant to this section 2.1 again so that all of the securities of the Company held by SBM will be in included in any such registration.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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, 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 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 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, pro rata among the holders thereof requesting such securities requested to be included by such holders and (ii) second, securities the Company proposes to sell and -- other securities of the Company included in such registration by the holders thereof.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 registrationthe Trust) 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 within a the price range acceptable to the holders Trust as set forth in the Demand Request, the Company will include in such registration the number of a majority shares which the Company is so advised can be sold, in the following order of the priority (i) first, Registrable Securities requested to be included in such registrationregistration by the Trust, the Company will include in 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, pro rata among the holders thereof requesting 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 included in such registration by other holders who may have "piggyback" or incidental registration rights, it being understood that with respect to the holders thereofInitial Sale, the Company shall have no right to sell shares of its Common Stock and there are no shares subject to "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this section 13.1 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 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 offering 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 such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first first, Registrable Securities requested to be included in such registrationregistration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the holders thereof requesting basis of the number of such securities requested to be included by such holders and holders, (ii) second, securities of the Company that the Company proposes to sell and other (iii) third, securities of the Company held by other Persons having registration rights proposed to be included in such registration by the holders thereof.