Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If such Demand Registration is an underwritten offering and the managing underwriters of the requested Demand Registration advise the Company and the Requesting Holders that in their opinion the number of Shares proposed to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share of the Shares proposed to be sold in such underwritten offering) (the “Maximum Offering Size”), the Company shall include in such Demand Registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Shares requested to be registered by the Requesting Holders (in the case of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each); (ii) second, all Registrable Shares requested to be included in such registration by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and (iii) third, any Shares proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determine.

Priority on Demand Registration. If such Demand Registration is If, in connection with an underwritten offering and Demand Registration, the managing underwriters Underwriter(s) give written advice to the Requesting Holder(s) or the Company of an Underwriters’ Maximum Number, then the requested Demand Registration Requesting Holders(s) or the Company, as applicable, shall so advise the Company and all Requesting Holder(s) and the Company will be obligated and required to include in such registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Requesting Holders that in their opinion Holder(s), pro rata on the basis of the aggregate number of Shares proposed Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for registration pursuant to this Section 2.01 (provided, that if the aggregate number of Registrable Securities of the Requesting Holder(s) to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 75% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) firstdays; if withdrawn, all Registrable Shares requested to the Demand Request shall be registered by the Requesting Holders (in the case of multiple Requesting Holders, allocated, if necessary for the offering deemed not to exceed the Maximum Offering Sizehave been made for all purposes of this Agreement), pro rata among such Requesting Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each); (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included pursuant to the exercise of other contractual registration rights granted by any the Company (other Persons (including the Companythan Holders), with pro rata among such priorities among them as holders (if applicable) on the Company shall determinebasis of the aggregate number of securities requested to be included by such holders.

Priority on Demand Registration. If such (a) Subject to Section 6.1(t), the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Requisite Investors. (b) If the Requesting Shareholders request Registrable Securities to be included in a Demand Registration which is an underwritten offering Public Offering and the managing underwriters of the requested Demand Registration advise the Company and the Requesting Holders that that, in their opinion opinion, the number of Shares proposed Registrable Securities requested to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares Registrable Securities which can be sold in such underwritten offering without having an adverse effect on such offering (including within a price range reasonably acceptable to the price per share of the Shares proposed to be sold in such underwritten offering) (the “Maximum Offering Size”)Requisite Requesting Shareholders, the Company shall include any securities the Company is so advised can be sold in such Demand Registration, Registration in the priority listed below, up to the Maximum Offering Size: following order: (i) first, all each holder’s Pro Rata Portion based on the number of securities that the Company is advised can be sold; (ii) second, if any such holder requests to sell a number of securities less than such holder’s Pro Rata Portion, the excess portion shall be allocated to each other holder according to its Pro Rata Portion; (iii) third, subject to Section 1.2(a), the securities which the Company proposes to sell and (iv) fourth, any securities other than Registrable Shares requested Securities to be registered sold by Persons other than the Requesting Holders Company included pursuant to Section 1.2(a). (c) Any Person (other than any holder of Registrable Securities) including any securities in a Demand Registration shall pay its share of the case of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders Registration Expenses on the basis of the relative number of Registrable Shares so requested to be included shares registered on their behalf as provided in such Demand Registration by each); (ii) second, all Registrable Shares requested to be included in such registration by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and (iii) third, any Shares proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determineArticle VII.

Priority on Demand Registration. If such Demand Registration is If, in connection with an underwritten offering and Demand Registration, the managing underwriters Underwriter(s) give written advice to the Requesting Holder(s) or the Company of an Underwriters’ Maximum Number, then the requested Demand Registration Requesting Holders(s) or the Company, as applicable, shall so advise the Company and all Requesting Holder(s) and the Company will be obligated and required to include in such Registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Requesting Holders that in their opinion Holder(s) and the Registrable Securities of any Holder as agreed to by the Requesting Holder(s), pro rata on the basis of the aggregate number of Shares proposed Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for Registration pursuant to this Section 2.01 (provided, that if the aggregate number of Registrable Securities of the Requesting Holder(s) to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 50% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) first, all Registrable Shares requested to be registered by the Requesting Holders (in the case days of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders on the basis receipt of notice of the relative number of Registrable Shares so requested Securities of the Requesting Holder to be included in such included; if withdrawn, the Demand Registration by eachRequest shall be deemed not to have been made for all purposes of this Agreement); , (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included by any other Persons (including the Company)Other Stockholders, with such priorities among them as the Company shall determineso determine to the extent in compliance with such other agreements with the Company.

Priority on Demand Registration. If such Demand Registration is If, in connection with an underwritten offering and Demand Registration, the managing underwriters Underwriter(s) advises the Requesting Holder(s) or the Company in good faith of an Underwriters’ Maximum Number, then the requested Demand Registration Requesting Holders(s) or the Company, as applicable, shall so advise the Company and all Requesting Holder(s) and the Company will be obligated and required to include in such Registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Requesting Holders that in their opinion Holder(s) and the Registrable Securities of any Holder as agreed to by the Requesting Holder(s), pro rata on the basis of the aggregate number of Shares proposed Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for Registration pursuant to this Section 2(a) (provided, that if the aggregate number of Registrable Securities of the Requesting Holder(s) to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 50% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) first, all Registrable Shares requested to be registered by the Requesting Holders (in the case days of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders on the basis receipt of notice of the relative number of Registrable Shares so requested Securities of the Requesting Holder to be included in such included; if withdrawn, the Demand Registration by eachRequest shall be deemed not to have been made for all purposes of this Agreement); , (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included by any other Persons (including the Company)Other Shareholders, with such priorities among them as the Company shall determineso determine to the extent in compliance with such other agreements with the Company.

Priority on Demand Registration. If such Demand Registration is If, in connection with an underwritten offering and Demand Registration, the managing underwriters Underwriter(s) give written advice to the Requesting Holder(s) or the Company of an Underwriters’ Maximum Number, then the requested Demand Registration Requesting Holders(s) or the Company, as applicable, shall so advise the Company and all Requesting Holder(s) and the Company will be obligated and required to include in such Registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Requesting Holders that in their opinion Holder(s) and the Registrable Securities of any Holder as agreed to by the Requesting Holder(s), pro rata on the basis of the aggregate number of Shares proposed Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for Registration pursuant to this Section 2 (provided, that if the aggregate number of Registrable Securities of the Requesting Holder(s) to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 50% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) first, all Registrable Shares requested to be registered by the Requesting Holders (in the case days of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders on the basis receipt of notice of the relative number of Registrable Shares so requested Securities of the Requesting Holder to be included in such included; if withdrawn, the Demand Registration by eachRequest shall be deemed not to have been made for all purposes of this Agreement); , (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included by any other Persons (including the Company)Other Shareholders, with such priorities among them as the Company shall determineso determine to the extent in compliance with such other agreements with the Company.

Priority on Demand Registration. Section 4(c) of the Agreement ------------------------------- is hereby stricken and replaced in its entirety with the following: "If such any of the Registrable Securities proposed to be registered pursuant to a Demand Registration is an are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of the requested a Demand Registration advise the Company and the Requesting Holders holders of such Registrable Securities in writing that in its or their reasonable opinion the number of Shares proposed to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number shares of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share of the Shares Common Stock proposed to be sold in such underwritten offering) (Demand Registration exceeds the “Maximum Offering Size”)maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such Demand Registrationregistration only such maximum number of Registrable Securities which, in the priority listed below, up to reasonable opinion of such underwriter or underwriters can be sold in the Maximum Offering Size: following order of priority: (i) first, all the Registrable Shares requested to be registered by the Requesting Holders (in the case of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders on the basis of the relative number of Registrable Shares so Securities requested to be included in such Demand Registration held by each); the party requesting such Demand Registration and by Berkshire Hathaway Inc. and its Affiliates, provided that such amount shall be allocated among such -------- parties on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding; (ii) second, all Registrable Shares requested shares of Common Stock to be included offered by the Company in such registration Demand Registration; and (iii) third, shares of Common Stock held by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so holders requested to be included in such Demand Registration by each Registration, provided that such Registering Holder); and (iii) third, any Shares proposed to amount shall be registered by any -------- allocated among such other Persons (including holders on a pro rata basis based upon their respective percentage of ownership of the Company), with such priorities among them as the Company shall determinetotal number of shares of Common Stock then outstanding."

Priority on Demand Registration. If such If, in connection with a Demand Registration is Registration, the managing Underwriter(s) give written advice to the Company of an underwritten offering Underwriters’ Maximum Number, then the Company shall so advise all Requesting Holder(s) and the managing underwriters Company will be obligated and required to include in such registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the requested Demand Registration advise Requesting Holder(s), pro rata on the Company and basis of the aggregate number of Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for registration pursuant to this Section 2.01 (provided, that if the aggregate number of Registrable Securities of the Requesting Holders that in their opinion the number of Shares proposed to Holder(s)to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 75% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) firstdays; if withdrawn, all Registrable Shares requested to the Demand Request shall be registered by the Requesting Holders (in the case of multiple Requesting Holders, allocated, if necessary for the offering deemed not to exceed the Maximum Offering Sizehave been made for all purposes of this Agreement), pro rata among such Requesting Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each); (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included pursuant to the exercise of other contractual registration rights granted by any the Company (other Persons (including the Companythan Holders), with pro rata among such priorities among them as holders (if applicable) on the Company shall determinebasis of the aggregate number of securities requested to be included by such holders.

Priority on Demand Registration. If such If, in connection with a Demand Registration is Registration, the managing Underwriter(s) give written advice to the Company of an underwritten offering Underwriters’ Maximum Number, then the Company shall so advise all Requesting Holder(s) and the managing underwriters Company will be obligated and required to include in such registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the requested Demand Registration advise Requesting Holder(s), pro rata on the Company and basis of the aggregate number of Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for registration pursuant to this Section 6.2 (provided, that if the aggregate number of Registrable Securities of the Requesting Holders that in their opinion the number of Shares proposed Holder(s) to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 75% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) firstdays; if so withdrawn, all Registrable Shares requested to the Demand Request shall be registered by the Requesting Holders (in the case of multiple Requesting Holders, allocated, if necessary for the offering deemed not to exceed the Maximum Offering Sizehave been made for all purposes of this Agreement), pro rata among such Requesting Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each); (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included pursuant to the exercise of other contractual registration rights granted by any the Company (other Persons (including the Companythan Holders), with pro rata among such priorities among them as holders (if applicable) on the Company shall determinebasis of the aggregate number of securities requested to be included by such holders.

Priority on Demand Registration. If such (a) Subject to Section 3.16(t), the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Requisite Requesting Shareholders. (b) If the Requesting Shareholders request Registrable Securities to be included in a Demand Registration which is an underwritten offering Underwritten Public Offering and the managing underwriters of the requested Demand Registration advise the Company and the Requesting Holders that that, in their opinion opinion, the number of Shares proposed Registrable Securities requested to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares Registrable Securities which can be sold in such underwritten offering without having an adverse effect on such offering (including within a price range reasonably acceptable to the price per share of the Shares proposed to be sold in such underwritten offering) (the “Maximum Offering Size”)Requisite Requesting Shareholders, the Company shall include any securities the Company is so advised can be sold in such Demand Registration, Registration in the priority listed below, up to the Maximum Offering Size: following order: (i) first, all unless the holders agree otherwise, by each holder’s Pro Rata Portion, based on the number of securities that the Company is advised can be sold; (ii) second, if any such holder requests to sell a number of securities less than such holder’s Pro Rata Portion, the excess portion shall be allocated to each other holder according to its Pro Rata Portion; (iii) third, subject to Section 3.2(a), the securities which the Company proposes to sell and (iv) fourth, any securities other than Registrable Shares requested Securities to be registered sold by Persons other than the Requesting Holders Company included pursuant to Section 3.2(a). (c) Any Person (other than any holder of Registrable Securities) including any securities in a Demand Registration shall pay its share of the case of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders Registration Expenses on the basis of the relative number of Registrable Shares so requested to be included shares registered on their behalf as provided in such Demand Registration by each); (ii) second, all Registrable Shares requested to be included in such registration by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and (iii) third, any Shares proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determineSection 3.17.

Priority on Demand Registration. If such Demand Registration is If, in connection with an underwritten offering and Demand Registration, the managing underwriters Underwriter(s) give written advice to the Requesting Holder(s) or the Company of an Underwriters’ Maximum Number, then the requested Demand Registration Requesting Holders(s) or the Company, as applicable, shall so advise the Company and all Requesting Holder(s) and the Company will be obligated and required to include in such Registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Requesting Holders that in their opinion Holder(s) and the Registrable Securities of any Holder as agreed to by the Requesting Holder(s), pro rata on the basis of the aggregate number of Shares proposed Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for Registration pursuant to this Section 2.1 (provided, that if the aggregate number of Registrable Securities of the Requesting Holder(s) to be included in the Demand Registration (including any securities that the Company proposes to include that are not Registrable Shares) exceeds the largest number of Shares which can be sold in such underwritten offering without having an adverse effect on such offering (including the price per share is less than 50% of the Shares proposed number requested to be sold in so included by such underwritten offering) (the “Maximum Offering Size”Requesting Holder(s), the Company shall include in Requesting Holder(s) may withdraw such Demand Registration, in the priority listed below, up Request by giving notice to the Maximum Offering Size: Company within three (i3) first, all Registrable Shares requested to be registered by the Requesting Holders (in the case days of multiple Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Holders on the basis receipt of notice of the relative number of Registrable Shares so requested Securities of the Requesting Holder to be included in such included; if withdrawn, the Demand Registration by eachRequest shall be deemed not to have been made for all purposes of this Agreement); , (ii) second, all Registrable Shares requested any shares of Common Stock to be included in such registration sold by any other Registering Holder (in the case of multiple other Registering Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Registering Holders on the basis of the relative number of Registrable Shares so requested to be included in such Demand Registration by each such Registering Holder); and Company and (iii) third, any Shares proposed shares of Common Stock requested to be registered included by any other Persons (including the Company)Other Stockholders, with such priorities among them as the Company shall determineso determine to the extent in compliance with such other agreements with the Company.