Common use of Priority on Demand Registrations and Shelf Offerings Clause in Contracts

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationapplicable Requesting Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Investors on the basis of the amount number of Investor Registrable Securities owned by each such HolderParticipating Investor.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationrequesting Holder. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Registrable Securities requested to be included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities); (i) first, the number of Sponsor Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors on the basis of the amount number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor; and (ii) second, the number of Registrable Securities requested to be included by any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationMajority Participating Sponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company or the Majority Participating Sponsor Investors in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Sponsor Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors on the basis of the amount number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor; and (ii) second, the number of Registrable Securities requested to be included by any Other Investor which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Other Investors on the basis of the number of Registrable Securities owned by each such HolderOther Investor.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holderholder.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of Holders holding at least a majority of the Registrable Securities included in initially requesting such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holderholder.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least Holders representing a majority of the Registrable Securities included in such registrationregistration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold therein in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities Securities, the number of Registrable Securities requested by Holders to be included whichthat, in the opinion of such underwriters, can be sold, sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities then owned by each such HolderHolder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without materially and adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Principal Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Principal Investors on the basis of the amount number of Participating Principal Investor Registrable Securities requested to be included by such Participating Principal Investor; and (ii) second, the number of Registrable Securities owned requested to be included by each any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities); (i) first, the number of Sponsor Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors on the basis of the amount number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor; and (ii) second, the number of Registrable Securities requested to be included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority 66 2/3% of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Investors on the basis of the amount of Registrable Securities owned by each such HolderParticipating Investor. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 6.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in initially requesting such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holderholder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationMajority Participating Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities): (i) first, the number of Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Investors on the basis of the amount number of Investor Registrable Securities owned by each such Participating Investor; (ii) second, the number of Executive Registrable Securities requested to be included by Executives which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Executives on the basis of the number of Registrable Securities owned by each such Holder.Executive and

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities): (i) first, the number of Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Investors on the basis of the amount number of Investor Registrable Securities owned by each such Investor; and (ii) second, the number of Registrable Securities requested to be included by Other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Other Holders on the basis of the number of Registrable Securities owned by each such Other Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Sponsor Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors on the basis of the amount number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor; and (ii) second, the number of Registrable Securities requested to be included by any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holderholder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 6.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationMajority Participating Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company or the Majority Participating Investors in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Investors on the basis of the amount number of Investor Registrable Securities owned by each such Participating Investor; and (ii) second, the number of Registrable Securities requested to be included by any Other Investor which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Other Investors on the basis of the number of Registrable Securities owned by each such HolderOther Investor.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationFounder. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering (prior to the inclusion of any securities which are not Registrable Securities Securities); (i) first, the number of Founder Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect; and (ii) second, the number of Registrable Securities requested to be included by any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall will include in such offering prior to the inclusion of any securities which are not Registrable Securities registration, (i) first, the number of Registrable Securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, sold without any such adverse effect, pro rata rata, if necessary, among the respective Holders thereof based on the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, any other securities of the Company included in such registration which, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata, if necessary, on the basis of the amount number of Registrable Securities owned shares of such other securities requested to be included therein by each such Holder.

Priority on Demand Registrations and Shelf Offerings. The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registrationRequesting Holder. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall will include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder. Unless otherwise consented to in writing by the Company and the Requesting Holder, any Persons other than Holders who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 5 hereto.