Common use of Priority of Registration Clause in Contracts

Priority of Registration. If the Managing Underwriter of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, (A) to the Partnership, if the Partnership initiates the Underwritten Offering, or (B) to the Holder(s) or Other Holder(s) initiating the Underwritten Offering if such Holders or Other Holders initiate the Underwritten Offer, on a pro rata basis based on the number of Common Units requested by such Holders or Other Holders, as the case may be, to be included in the Underwritten Offering, (ii) second, to the Holder(s) or Other Holders(s) (other than any Holder(s) or Other Holder(s) initiating the Underwritten Offering, if applicable), on a pro rata basis based on the total number of Common Units requested by such Holder(s) and Other Holder(s) to be included in the Underwritten Offering; provided, that in the case of an underwritten offering of Common Units effected pursuant to the Noteholder Registration Statement, the Other Holder(s) seeking to include Common Units in such offering pursuant to Section 3(d) or Section 4(d) of the Noteholder Registration Statement shall be deemed to be Other Holder(s) initiating such offering, (iii) third, to the Partnership, if the Partnership is seeking to include Common Units in the Underwritten Offering and (iv) fourth, to any Person other than a Holder, an Other Holder or the Partnership.

Priority of Registration. If Notwithstanding anything contained in Section 4(c) of the Managing Underwriter Registration Rights Agreement to the contrary, the Company and each of any the Signing Stockholders agree that, if the managing underwriter or underwriters of the Proposed Offering advise the Company in writing that in its or their opinion the number of shares of Common Stock proposed Underwritten to be sold in the Proposed Offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares that can be sold in such offering the Proposed Offering without being likely to have an adverse effect in any material respect on the priceProposed Offering (such adverse effect to include, timing or distribution but not be limited to, any adverse effect on the marketing of the Common Units offered Proposed Offering or the market price of the shares of Common Stock offered in the Proposed Offering), the Company will include in the Proposed Offering only the number of shares of Common Stock that, in the opinion of such underwriter or underwriters, in its or their sole and absolute discretion, can be sold in the Proposed Offering as follows: first, the 3,000,000 shares of Common Stock the Company proposes to sell for its own account and then second, shares of Common Stock proposed to be sold by the Signing Stockholders on a pro rata basis. Notwithstanding the foregoing, Xxxxxxx X. Xxxxxxx shall be allowed to sell 131,948 shares in the Proposed Offering as a Signing Stockholder; provided that, any cut-back in the participation of Xx. Xxxxxxx and the other Signing Stockholders in the Proposed Offering shall be on a pro-rata basis. In the event that the managing underwriter or underwriters of the Proposed Offering advise the Company in writing that in its or their opinion the number of shares of Common UnitsStock that can be sold in the Proposed Offering without an adverse affect on the Proposed Offering exceeds the 3,000,000 shares of Common Stock the Company proposes to sell for its own account and the number of shares of Common Stock proposed to be sold by the Signing Stockholders (an "Upsizing"), then the additional shares of Common Units to Stock that can be sold shall be included in such Underwritten the Proposed Offering shall include the number of Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) as follows: first, (A) additional shares of Common Stock that the Signing Stockholders wish to the Partnershipsell, if the Partnership initiates the Underwritten Offering, or (B) to the Holder(s) or Other Holder(s) initiating the Underwritten Offering if such Holders or Other Holders initiate the Underwritten Offerany, on a pro rata basis based on the number and then second, additional shares of Common Units requested by such Holders or Other HoldersStock that the Company wishes to sell, as if any. For purposes of the case may be, to be included in the Underwritten Proposed Offering, (ii) secondXxxx Xxxxxxx, to the Holder(s) or Other Holders(s) (other than any Holder(s) or Other Holder(s) initiating the Underwritten Offering, if applicable), on a pro rata basis based on the total number of Common Units requested by such Holder(s) and Other Holder(s) to be included in the Underwritten Offering; provided, that in the case of an underwritten offering of Common Units effected pursuant to the Noteholder Registration Statement, the Other Holder(s) seeking to include Common Units in such offering pursuant to Section 3(d) or Section 4(d) of the Noteholder Registration Statement Xx. shall be deemed to be Other Holder(s) initiating such offeringa Signing Stockholder. Notwithstanding the foregoing, (iii) third, to in the Partnershipevent of an Upsizing, if the Partnership Proposed Offering is seeking priced on or prior to include January 31, 2004, the Company may prevent the Signing Stockholders from selling additional shares of Common Units Stock in the Underwritten Proposed Offering and (iv) fourth, to any Person other than a Holder, an Other Holder or as part of the PartnershipUpsizing.

Priority of Registration. If Any distribution of Registrable Securities made pursuant to a registration request under this Section 2.A. may be done at the Managing option of the Holder, by means of an underwriting and, subject to the limitations set forth in this subsection (ii), may, at the Company's option, include other shares of Common Stock owned by other holders of the Company's Common Stock ("Other Securityholders"). A majority in interest of the Holders initiating the registration request (the "Initiating Holders") shall select the Underwriter or Underwriters for such underwriting. The Company shall have the right to disapprove any Underwriter so selected if, in its reasonable judgment, the underwriting of the Company's securities by such Underwriter would have a material and adverse effect on the market for the Company's securities ("Material Adverse Effect"). The right of any proposed Underwritten Offering Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the Underwriter or Underwriters. Notwithstanding any other provision of this Section 2.A., if the Underwriter advises the Partnership Initiating Holders and the Company in writing that marketing factors require a limitation of the total number of shares to be underwritten, then the Company shall so advise all Holders and Other Securityholders which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities and other shares of Common Stock that may be included in the underwriting shall be allocated first among all Holders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsCompany owned by each Holder, then the Common Units to be included and, then, only if no shares of Registrable Securities have been excluded by reason of such Underwriters' marketing limitation, among all Other Securityholders, in such Underwritten Offering shall include the number of Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated proportion (i) first, (Aas nearly as practicable) to the Partnership, if the Partnership initiates the Underwritten Offering, or (B) to the Holder(s) or Other Holder(s) initiating the Underwritten Offering if such Holders or Other Holders initiate the Underwritten Offer, on a pro rata basis based on the number amount of Common Units requested Stock owned by such Holders each Other Securityholder or Other Holders, as otherwise deemed appropriate by the case may be, to be included in the Underwritten Offering, (ii) second, to the Holder(s) or Other Holders(s) (other than any Holder(s) or Other Holder(s) initiating the Underwritten Offering, if applicable), on a pro rata basis based on the total number of Common Units requested by such Holder(s) and Other Holder(s) to be included in the Underwritten Offering; provided, that in the case of an underwritten offering of Common Units effected pursuant to the Noteholder Registration Statement, the Other Holder(s) seeking to include Common Units in such offering pursuant to Section 3(d) or Section 4(d) of the Noteholder Registration Statement shall be deemed to be Other Holder(s) initiating such offering, (iii) third, to the Partnership, if the Partnership is seeking to include Common Units in the Underwritten Offering and (iv) fourth, to any Person other than a Holder, an Other Holder or the PartnershipCompany.