Priority on Demand Registrations; Right to Withdraw Clause Samples

Priority on Demand Registrations; Right to Withdraw. The Parent Corporation will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Parent Corporation 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 in an orderly manner in such offering within a price range acceptable to the Majority Holders, the Parent Corporation will include in such 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 in an orderly manner within the acceptable price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. If, as a result of the proration provisions set forth in the previous sentence, any holder of Registrable Securities is not entitled to include all Registrable Securities previously requested to be included in such registration, such holder may elect to withdraw such holder's request to include Registrable Securities in such registration or may reduce the number requested to be included; provided that such request must be made in writing prior to the execution of the underwriting agreement.