Common use of Priority of Registration Rights Clause in Contracts

Priority of Registration Rights. (a) If in the process of effecting a General Piggyback Registration the managing underwriters or agents advise TRC in writing that in their opinion the number of securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to holders of the Registrable Securities TRC will include in such distribution the Registrable Securities requested by all Stockholders to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other). (b) If in the process, of effecting a Stockholder Piggyback Registration and the managing underwriters or agents advise TRC in writing that in their opinion the number of Registrable Securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to TRC, TRC will include in such distribution: (i) first, the Registrable Securities TRC proposes to sell; and (ii) second, the Registrable Securities held by all other Stockholders that have requested participation pursuant to registration rights granted to them, and requested to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other). (c) If a Stockholder making the initial request for registration pursuant to a Stockholder Demand Registration is unable, as the result of cutbacks by the managing underwriters or agents of TRC for the relevant offering and the effect of the allocations under 2.4(a) above, to include in such registration more than 25% of the shares initially requested to be registered, then, for purposes of Section 2.1(c) above (but not Section 2.1(d) above), such Stockholder shall not be deemed to have made such initial request.

Priority of Registration Rights. (a) If in the process of effecting a General Piggyback Registration the managing underwriter or underwriters or agents advise TRC in writing that in their opinion of any proposed Underwritten Offering pursuant to a Demand Registration informs the number Holders of securities requested Registrable Securities sought to be included in such distribution Underwritten Offering in writing that, it or they have determined in good faith that, the total amount or kind of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in an orderly manner in such offering within without being likely to have a price range acceptable to holders significant adverse effect on the market for the class of securities offered, then the Registrable Securities TRC will include in such distribution the Registrable Securities requested by all Stockholders securities to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other).registration shall be allocated as follows: (b) If in the process, of effecting a Stockholder Piggyback Registration and the managing underwriters or agents advise TRC in writing that in their opinion the number of Registrable Securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to TRC, TRC will include in such distribution: (i) first, the number of Registrable Securities TRC proposes of such class that, in the opinion of such underwriter or underwriters can be sold without having such adverse effect shall be included therein, with such number to sell; be allocated (A) at the written election of Seller, to Seller and its Affiliates, and otherwise (B) pro rata among the Holders which have requested participation in the Underwritten Offering (based, for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Underwritten Offering by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include); (ii) second, the Registrable Securities held by all other Stockholders any securities that have requested participation pursuant Arris has proposed to registration rights granted to themsell shall be included therein; and (iii) third, and only if all of the securities requested to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other). (c) If a Stockholder making the initial request for registration pursuant to a Stockholder Demand Registration is unableclauses (i) and (ii) above have been included, as the result of cutbacks by the managing underwriters or agents of TRC any other securities eligible for the relevant offering and the effect of the allocations under 2.4(a) above, to include inclusion in such registration more than 25% of the shares initially requested shall be included therein, with such number to be registered, then, for purposes of Section 2.1(c) above (but not Section 2.1(d) above), such Stockholder shall not be deemed to have made such initial requestallocated pro rata among any remaining securities.

Priority of Registration Rights. (a) If in the process of effecting a General Piggyback Registration the managing underwriter or underwriters or agents advise TRC in writing that in their opinion of any proposed Underwritten Offering pursuant to the number Shelf Registration Statement informs the Holders of securities requested Registrable Securities sought to be included in such distribution Underwritten Offering in writing that, it or they have determined in good faith that, the total amount or kind of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in an orderly manner in such offering within without being likely to have a price range acceptable to holders significant adverse effect on the market for the class of securities offered, then the Registrable Securities TRC will include in such distribution the Registrable Securities requested by all Stockholders securities to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other).registration shall be allocated as follows: (b) If in the process, of effecting a Stockholder Piggyback Registration and the managing underwriters or agents advise TRC in writing that in their opinion the number of Registrable Securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to TRC, TRC will include in such distribution: (i) first, the number of Registrable Securities TRC proposes of such class that, in the opinion of such underwriter or underwriters can be sold without having such adverse effect shall be included therein, with such number to sell; be allocated (A) at the written election of Investor, to Investor and its Affiliates, and otherwise (B) pro rata among the Holders which have requested participation in the Underwritten Offering (based, for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Underwritten Offering by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include); (ii) second, the Registrable Securities held by all other Stockholders any securities that have requested participation pursuant Arris HoldCo has proposed to registration rights granted to themsell shall be included therein; and (iii) third, and only if all of the securities requested to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other). (c) If a Stockholder making the initial request for registration pursuant to a Stockholder Demand Registration is unableclauses (i) and (ii) above have been included, as the result of cutbacks by the managing underwriters or agents of TRC any other securities eligible for the relevant offering and the effect of the allocations under 2.4(a) above, to include inclusion in such registration more than 25% of the shares initially requested shall be included therein, with such number to be registered, then, for purposes of Section 2.1(c) above (but not Section 2.1(d) above), such Stockholder shall not be deemed to have made such initial requestallocated pro rata among any remaining securities.

Priority of Registration Rights. (a) If in the process of effecting a General Piggyback Registration the managing underwriter or underwriters or agents advise TRC in writing that in their opinion of any proposed Underwritten Offering pursuant to a Demand Registration informs the number Holders of securities requested Registrable Securities sought to be included in such distribution Underwritten Offering in writing that, it or they have determined in good faith that, the total amount or kind of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in an orderly manner in such offering within without being likely to have a price range acceptable to holders significant adverse effect on the market for the class of securities offered, then the Registrable Securities TRC will include in such distribution the Registrable Securities requested by all Stockholders securities to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other).registration shall be allocated as follows: (b) If in the process, of effecting a Stockholder Piggyback Registration and the managing underwriters or agents advise TRC in writing that in their opinion the number of Registrable Securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to TRC, TRC will include in such distribution: (i) first, the number of Registrable Securities TRC proposes of such class that, in the opinion of such underwriter or underwriters can be sold without having such adverse effect shall be included therein, with such number to sell; be allocated (A) at the written election of Investor, to Investor and its Affiliates, and otherwise (B) pro rata among the Holders which have requested participation in the Underwritten Offering (based, for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Underwritten Offering by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include); (ii) second, the Registrable Securities held by all other Stockholders any securities that have requested participation pursuant Arris HoldCo has proposed to registration rights granted to themsell shall be included therein; and (iii) third, and only if all of the securities requested to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other). (c) If a Stockholder making the initial request for registration pursuant to a Stockholder Demand Registration is unableclauses (i) and (ii) above have been included, as the result of cutbacks by the managing underwriters or agents of TRC any other securities eligible for the relevant offering and the effect of the allocations under 2.4(a) above, to include inclusion in such registration more than 25% of the shares initially requested shall be included therein, with such number to be registered, then, for purposes of Section 2.1(c) above (but not Section 2.1(d) above), such Stockholder shall not be deemed to have made such initial requestallocated pro rata among any remaining securities.