Common use of PRIORITY ON DEMAND OFFERINGS Clause in Contracts

PRIORITY ON DEMAND OFFERINGS. The Company shall be entitled to include in any offering referred to in this Section 3.3, for sale in accordance with the method of disposition specified by the Demand Initiating Holder shares of Common Stock to be sold by the Company for its own account or by other shareholders of the Company for their account. Nonetheless, whether or not the Company desires to include any such additional shares in a Demand Offering, if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the maximum number which can be included in such offering without adversely affecting the marketability of the offering (the "Maximum Number"), then the Company will limit the number of shares included in such offering to the Maximum Number, and the shares offered shall be selected in the following order of priority: (I) first, Demand Offering Securities covered by the Demand Offering Request and the Demand Offering Securities described in Section 3.3(a)(ii), subject to the proviso set forth in clause (iii) below, (II) second, securities the Company proposes to sell and (III) third, securities requested to be included in such registration pursuant to (A) the Stockholders' Agreement, dated as of November 22, 1996, by and among the Company and the New York State Teachers' Retirement System, (B) the Stockholders' Agreement, dated as of November 7, 1996, by and between the Company and Hexalon Real Estate, Inc., and (C) the Registration Rights and Lockup Agreement, dated as of December 16, 1998, by and among the Company and the parties named therein (the "Xxxxxx Registration Rights Agreement") pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration; PROVIDED that the securities requested to be included pursuant to clauses (A) and (B) shall not be reduced to less than one-third of the total number of shares in such offering, and (IV) fourth, other securities requested to be included in such registration.

PRIORITY ON DEMAND OFFERINGS. The Company shall be entitled to include in any offering referred to in this Section 3.3, for sale in accordance with the method of disposition specified by the Demand Initiating Holder shares of Common Stock to be sold by the Company for its own account or by other shareholders of the Company for their account. Nonetheless, whether or not the Company desires to include any such additional shares in a Demand Offering, if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the maximum number which can be included in such offering without adversely affecting the marketability of the offering (the "Maximum Number"), then the Company will limit the number of shares included in such offering to the Maximum Number, and the shares offered shall be selected in the following order of priority: (Ii) first, Demand Offering Securities covered by the Demand Offering Request and the Demand Offering Securities described in Section 3.3(a)(ii), subject to the proviso set forth in clause (iii) below, (IIii) second, securities the Company proposes to sell and (III) thirdiii)third, securities requested to be included in such registration pursuant to (A) the Stockholders' Agreement, dated as of November 22, 1996, by and among the Company and the New York State Teachers' Retirement System, System and (B) the Stockholders' Agreement, dated as of November 7, 1996, by and between the Company and Hexalon Real Estate, Inc., and (C) the Registration Rights and Lockup Agreement, dated as of December 16, 1998, by and among the Company and the parties named therein (the "Xxxxxx Registration Rights Agreement") pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration; PROVIDED provided that the securities requested to be included pursuant to clauses (A) and (B) shall not be reduced to less than one-third of the total number of shares in such offering, and (IViv) fourth, other securities requested to be included in such registration.

PRIORITY ON DEMAND OFFERINGS. The Company shall be entitled to include in any offering referred to in this Section 3.3, for sale in accordance with the method of disposition specified by the Demand Initiating Holder shares of Common Stock to be sold by the Company for its own account or by other shareholders of the Company for their account. Nonetheless, whether or not the Company desires to include any such additional shares in a Demand Offering, if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the maximum number which can be included in such offering without adversely affecting the marketability of the offering (the "Maximum Number"), then the Company will limit the number of shares included in such offering to the Maximum Number, and the shares offered shall be selected in the following order of priority: (Ii) first, Demand Offering Securities covered by the Demand Offering Request and the Demand Offering Securities described in Section 3.3(a)(ii), subject to the proviso set forth in clause (iii) below, (IIii) second, securities the Company proposes to sell and (IIIiii) third, securities requested to be included in such registration pursuant to (A) the Stockholders' Agreement, dated as of November 22, 1996, by and among the Company and the New York State Teachers' Retirement System, (B) the Stockholders' Agreement, dated as of November 7, 1996, by and between the Company and Hexalon Real Estate, Inc., and (C) the Registration Rights and Lockup Agreement, dated as of December 16______, 1998, by and among the Company and the parties named therein (the "Xxxxxx Registration Rights Agreement") pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration; PROVIDED that the securities requested to be included pursuant to clauses (A) and (B) shall not be reduced to less than one-third of the total number of shares in such offering, and (IViv) fourth, other securities requested to be included in such registration.

PRIORITY ON DEMAND OFFERINGS. The Company shall be entitled to include in any offering referred to in this Section 3.3, for sale in accordance with the method of disposition specified by the Demand Initiating Holder shares of Common Stock to be sold by the Company for its own account or by other shareholders of the Company for their account. Nonetheless, whether or not the Company desires to include any such additional shares in a Demand Offering, if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the maximum number which can be included in such offering without adversely affecting the marketability of the offering (the "Maximum Number"), then the Company will limit the number of shares included in such offering to the Maximum Number, and the shares offered shall be selected in the following order of priority: (I) first, Demand Offering Securities covered by the Demand Offering Request and the Demand Offering Securities described in Section 3.3(a)(ii), subject to the proviso set forth in clause (iii) below, (II) second, securities the Company proposes to sell and (III) third, securities requested to be included in such registration pursuant to (A) the Stockholders' Agreement, dated as of November 22, 1996, by and among the Company and the New York State Teachers' Retirement System, (B) the Stockholders' Agreement, dated as of November 7, 1996, by and between the Company and Hexalon Real Estate, Inc., and (C) the Registration Rights and Lockup Agreement, dated as of December 16______, 1998, by and among the Company and the parties named therein (the "Xxxxxx Registration Rights Agreement") pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration; PROVIDED that the securities requested to be included pursuant to clauses (A) and (B) shall not be reduced to less than one-third of the total number of shares in such offering, and (IV) fourth, other securities requested to be included in such registration.

PRIORITY ON DEMAND OFFERINGS. The Company shall be entitled to include in any offering referred to in this Section 3.3, for sale in accordance with the method of disposition specified by the Demand Initiating Holder shares of Common Stock to be sold by the Company for its own account or by other shareholders of the Company for their account. Nonetheless, whether or not the Company desires to include any such additional shares in a Demand Offering, if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the maximum number which can be included in such offering without adversely affecting the marketability of the offering (the "Maximum Number"), then the Company will limit the number of shares included in such offering to the Maximum Number, and the shares offered shall be selected in the following order of priority: (Ii) first, Demand Offering Securities covered by the Demand Offering Request and the Demand Offering Securities described in Section 3.3(a)(ii), subject to the proviso set forth in clause (iii) below, (IIii) second, securities the Company proposes to sell and (IIIiii) third, securities requested to be included in such registration pursuant to (A) the Stockholders' Agreement, dated as of November 22, 1996, by and among the Company and the New York State Teachers' Retirement System, System and (B) the Stockholders' Agreement, dated as of November 7, 1996, by and between the Company and Hexalon Real Estate, Inc., and (C) the Registration Rights and Lockup Agreement, dated as of December 16, 1998, by and among the Company and the parties named therein (the "Xxxxxx Registration Rights Agreement") pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration; PROVIDED provided that the securities requested to be included pursuant to clauses (A) and (B) shall not be reduced to less than one-third of the total number of shares in such offering, and (IViv) fourth, other securities requested to be included in such registration.