Common use of Priority of Securities Registered Pursuant to Demand Registrations Clause in Contracts

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can be included without having such an adverse effect shall be allocated pro rata among the holders which have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excluded, the holders shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of a class of the Registrable Securities included in a Demand Registration (or, in advise the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities Company in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration, (i) first, allocated to each Holder that has requested to participate in such Demand Registration an amount equal to a number of such shares equal to such Holder’s Pro Rata Portion (provided, that any Registrable Securities thereby allocated to a Holder that exceed the number of such Registrable Securities that such Holder desires to include shall be reallocated among the remaining requesting Holders who desire to include Registrable Securities in a like manner) and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of other securities for other holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect. A Demand Registration Request in respect of which the securities to be included in a Registration has been modified in accordance with this Section 3.1.7 will not count against the limits specified in Section 3.1.2 if fewer than 50 percent of the number of Registrable Securities of such class that can be included without having such an adverse effect shall be the Investor desired to include are allocated pro rata among to the holders which have requested participation Investor in the Demand Registration (based, for each such holder, on the percentage derived by dividing accordance with clause (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excluded, the holders shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of Demanding Holders holding a majority of a class of the Demanding Holders’ Registrable Securities included in such Registration Statement), inform therein) advise the holders Board of such Registrable Securities Directors in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the number of Registrable Securities of such class that can securities to be included without having in such an adverse effect Registration shall be (x) first, allocated pro rata among the holders which Holders that have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (i) the number of Registrable Securities of such class which such holder has requested to include participate in such Demand Registration by (ii) based on the aggregate relative number of Registrable Securities of such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excludedincluded therein), (y) second, and only if all the securities referred to in clause (x) have been included, the holders shall have number of other securities that, in the right opinion of such managing underwriter or underwriters (or Demanding Holders holding a majority of the Demanding Holders’ Registrable Securities to one additional Demand Registration under this Section 2.2be included in such Registration, if applicable) can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of a class of the Registrable Securities included in a Demand Registration (or, in advise the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities Company in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration, (i) first, allocated to each Holder that has requested to participate in such Demand Registration an amount equal to a number of such shares equal to such Holder’s Pro Rata Portion (provided, that any Registrable Securities thereby allocated to a Holder that exceed the number of such Registrable Securities that such Holder desires to include shall be reallocated among the remaining requesting Holders who desire to include Registrable Securities in a like manner) and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of other securities for other holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect. A Demand Registration Request in respect of which the securities to be included in a Registration has been modified in accordance with this Section 3.1.7 will not count against the limits specified in Section 3.1.2 if fewer than 50 percent of the number of Registrable Securities of such class that can be included without having such an adverse effect shall be the Manager desired to include are allocated pro rata among to the holders which have requested participation Manager in the Demand Registration (based, for each such holder, on the percentage derived by dividing accordance with clause (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excluded, the holders shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class Class of Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class Class of Registrable Securities included in such Registration Statementtherein), inform advise the holders Board of such Registrable Securities Directors in writing that, in its or their opinion, the number of securities of such class Class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can Class to be included without having in such an adverse effect Demand Registration shall be allocated pro rata among the holders which that have requested participation to participate in the such Demand Registration (based, for each such holder, on the percentage derived by dividing (i) basis of the relative number of Registrable Securities of such class which Class then held by each such holder has requested holder, to include in such Demand Registration by (ii) the aggregate extent necessary to reduce the total number of Registrable Securities of such class which all Class to be included in such offering to the number recommended by the managing underwriter or underwriters or such holders, provided, that any securities thereby allocated to a holder that exceed such holder's request shall be reallocated among the remaining requesting holders have requested to include)in like manner. To the extent that any Registrable Securities so requested to be registered are so excludedexcluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration StatementDemand Right Holders), inform advise the holders Board of such Registrable Securities Directors in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can securities to be included without having in such an adverse effect Demand Registration (i) first, shall be allocated pro rata among the holders which Holders (including the Demanding Holder) that have requested participation to participate in the such Demand Registration (based, for each such holder, based on the percentage derived by dividing (i) the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Partnership and any other Holder that has a right to participate in such class which such holder has requested registration proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters (or the Demand Registration by (iiRight Holders, as the case may be) the aggregate number of Registrable Securities of can be sold without having such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excluded, the holders shall have the right to one additional Demand Registration under this Section 2.2adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders Holders of a majority of a class of the Registrable Securities included in such Registration Statementtherein), inform advise the holders of Holders initiating such Registrable Securities Demand Registration in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the Company will include in such registration, (i) first, the number of Registrable Securities requested by all Holders of Registrable Securities to be included in such registration that, in the opinion of such class that managing underwriter(s), can be included without having sold, such an adverse effect shall amount to be allocated among all such Holders of Registrable Securities pro rata among the holders which have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (i) basis of the respective number of Registrable Securities of then held by each such class which such holder has requested to include in such Demand Registration by Holder, (ii) second, only if all of the aggregate number of Registrable Securities of referred to in clause (i) have been included in such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excludedRegistration, the holders shall securities the Company proposes to sell and (iii) third, only if all of the securities referred to in clause (ii) have the right to one additional Demand Registration under this Section 2.2been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration StatementSponsors), inform advise the holders Board of such Registrable Securities Directors in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can securities to be included without having in such an adverse effect Demand Registration (i) first, shall be allocated pro rata among the holders which Holders (including the Demanding Sponsor) that have requested participation to participate in the such Demand Registration (based, for each such holder, based on the percentage derived by dividing (i) the relative number of Registrable Securities held by each such Holder immediately after giving effect to the consummation of the IPO (provided that any securities thereby allocated to a Holder that exceed such class which Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and any other Holder that has a right to participate in such holder has requested registration proposes to include in such Demand Registration by that, in the opinion of the managing underwriter or underwriters (iior the Sponsors, as the case may be) the aggregate number of Registrable Securities of can be sold without having such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excluded, the holders shall have the right to one additional Demand Registration under this Section 2.2adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of the Registrable Securities included in such Registration Statementtherein), inform advise the holders Board of such Registrable Securities Directors in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can to be included without having in such an adverse effect Demand Registration shall be allocated pro rata among the holders which Holders that have requested participation to participate in the such Demand Registration (based, for each such holder, on the percentage derived by dividing (i) basis of the relative number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) be included therein, to the aggregate extent necessary to reduce the total number of Registrable Securities of to be included in such class which all offering to the number recommended by the managing underwriter or underwriters or such holders have requested to include)Holders. To the extent that any Registrable Securities so requested to be registered are so excludedexcluded from the offering, then the holders Holder of such Registrable Securities that initiated such request for a Demand Registration shall have the right to one additional Demand Registration under this Section 2.25.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), Investors' Representatives) inform the holders of such class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which that can be sold in (or during the time of) such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offeredoffered or the Common Stock, then the number of Registrable Securities of such class that can to be included without having in such an adverse effect Demand Registration Statement shall be allocated pro rata among the holders which have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (i) first the number of Registrable Securities of such class which such holder has requested to include be included in such Demand Registration registration by holders, (ii) second the aggregate number of securities of the same class as the Registrable Securities that the Company wishes to include, if any, in such offering and (iii) third the number, if any, of such securities of the same class which all such holders have as the Registrable Securities requested to include)be included in such registration held by persons other than holders. To the extent that any Registrable Securities requested to be registered are so excluded, the holders Investors' Representatives shall have the right to one make an additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statementtherein), inform informs the holders of such class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can to be included without having in such an adverse effect Demand Registration shall be allocated pro rata among the holders which that have requested participation to participate in the such Demand Registration (based, for each such holder, on the percentage derived by dividing (i) basis of the relative number of Registrable Securities of such class which then held by each such holder has requested holder, to include in such Demand Registration by (ii) the aggregate extent necessary to reduce the total number of Registrable Securities of such class which all to be included in such offering to the number recommended by the managing underwriter or underwriters or such holders, provided that any securities thereby allocated to a holder that exceed such holder's request shall be reallocated among the remaining requesting holders have requested to include)in like manner. To the extent that any Registrable Securities so requested to be registered are so excludedexcluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten underwritten Public Offering of a class of the Registrable Securities included in a Demand Registration (orRegistration, in advise the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities Company in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the number of Registrable Securities of such class that can securities to be included without having in such an adverse effect Registration shall be allocated pro rata among the holders which have requested participation in the case of any Demand Registration (basedx) first, for allocated to each Demanding Holder that has requested to participate in such holder, on Demand Registration an amount equal to the percentage derived by dividing lesser of (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excludedor sold by such Demanding Holder, and (ii) a number of such shares equal to such Demanding Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the holders number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect other than securities to be sold by the Company and (z) third, the securities to be sold by the Company (not to exceed the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect). In the event that any Holders have requested pursuant to Section 3.3.1 to have Registrable Securities included in such Public Offering, the priority with respect to such Holders shall have the right to one additional Demand Registration under this be determined in accordance with Section 2.23.3.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can be included without having such an adverse effect shall be allocated pro rata among the holders which have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include). To the extent that any 25% or more of the Registrable Securities requested to be registered are so excluded, the holders shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten underwritten Public Offering of a class of the Registrable Securities included in a Demand Registration (orRegistration, in advise the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities Company in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the number of Registrable Securities of such class that can securities to be included without having in such an adverse effect Registration shall be allocated pro rata among the holders which have requested participation in the case of any Demand Registration (basedx) first, for allocated to each Demanding Holder that has requested to participate in such holder, on Demand Registration an amount equal to the percentage derived by dividing lesser of (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include). To the extent that any Registrable Securities requested to be registered are so excludedor sold by such Demanding Holder, and (ii) a number of such shares equal to such Demanding Holder’s Pro Rata Portion, (y) second, and only if all the securities referred to in clause (x) have been included, the holders number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect other than securities to be sold by the Company and (z) third, the securities to be sold by the Company (not to exceed the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect). In the event that any Holders have requested pursuant to Section 2.3.1 to have Registrable Securities included in such Public Offering, the priority with respect to such Holders shall have the right to one additional Demand Registration under this be determined in accordance with Section 2.22.3.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in Holder that requested such Demand Registration Statementpursuant to Section 2.2(a) hereof), inform advise the holders Board of such Registrable Securities Directors in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number of Registrable Securities of such class that can to be included without having in such an adverse effect Demand Registration shall be allocated pro rata among the holders which Holders that have requested participation to participate in the such Demand Registration (based, for each such holder, on the percentage derived by dividing (i) basis of the relative number of Registrable Securities of then held by each such class which such holder has requested Holder, to include in such Demand Registration by (ii) the aggregate extent necessary to reduce the total number of Registrable Securities of to be included in such class which all offering to the number recommended by the managing underwriter or underwriters or such holders have requested Holders; provided that any securities thereby allocated to include)a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner. To the extent that any Registrable Securities so requested to be registered are so excludedexcluded from the offering, the holders then a Holder of such Registrable Securities who made such Demand Registration shall have the right to a total of one additional Demand Registration for each such exclusion under this Section 2.2.