Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) advise the Holders of such securities that in its (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders or Minority Holders entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require a different allocation:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) underwriter or underwriters advise the Holders of such securities in writing that in its (or their) good-their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders or Minority Holders holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), ) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) advise the Holders of such securities that in its (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders or Minority Holders who may be entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), ) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require a different allocation:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) underwriter or underwriters advise the Holders of such securities in writing that in its (or their) good-faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders or Minority Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), ) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, follows (unless the underwriters require underwriter requires a different allocation:, provided that no such allocation may adversely affect THD or any MJ Investor relative to any Principal Investor or its Affiliates):

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) advise the Holders of such securities that in its (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders or Minority Holders entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), ) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good good-faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities (the “Maximum Number”) shall be allocated as follows, unless the underwriters require a different allocation:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) underwriter or underwriters advise the Holders Corporation and/or the holders of such securities in writing that in its (or their) good-faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, including securities proposed to be included by other Holders or Minority Holders holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is ) exceeds the number of Registrable Securities that can be sold in such as to offering without adversely affect affecting the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require such managing underwriter requires a different allocation:allocation (provided, that the Apollo Stockholder and the other Stockholders are in any event treated in a substantially similar and proportionate manner):

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) underwriter or underwriters advise the Holders Company and/or the holders of such securities in writing that in its (or their) good-faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, including securities proposed to be included by other Holders or Minority Holders holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is ) exceeds the number of Registrable Securities that can be sold in such as to offering without adversely affect affecting the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require such managing underwriter requires a different allocation:allocation (provided, that the Apollo Shareholder and the other Shareholders are in any event treated in a substantially similar and proportionate manner):

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter(s) advise advises the Holders of such securities that in its (or their) good-good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders or Minority Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to ) would adversely affect the success of such offeringoffering (including, without limitation, adversely affect the per share offering price), then there shall be included in such firm commitment underwritten offering the number or dollar amount Maximum Number of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offeringSecurities, and such number Maximum Number of Registrable Securities shall be allocated as follows, unless the underwriters require a different allocation: