Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration 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 of the offering, the Company will include in such 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 without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority at least 75% of the Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number amount of Registrable Securities owned by that each such holder, and (ii) second, other securities holder requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderregistration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration 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 marketability, proposed offering price, timing, distribution method or probability of the success of such offering, the Company will include in such 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 without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationDemand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderShareholder.

Priority on Demand Registrations. The Company will shall not include in any Demand Registration any securities which are not Registrable Securities Securities, other than securities of the Company to be offered by the Company (the “Company Offered Securities”), without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationDesignated Holder. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter(s) advises the Company in writing that, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration registration: (i) first, the number of Registrable Securities requested to be included in such registration which which, in the opinion of such underwriters underwriters, can be sold sold, without any such adverse effect, pro rata among the respective holders thereof Holders on the basis of the number of Registrable Securities owned by each such holder, and Holder; (ii) second, the number of Company Offered Securities which, in the opinion of such underwriters, can be sold, without any such adverse effect; (iii) third, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderregistration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders Holders of at least a majority of the WCAS Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration registration, subject to the first sentence of this clause (e), (i) first, the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectand/or underwriting pro rata, pro rata if necessary, among the respective holders thereof Holders 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 requested to be included in such registration pro rata, if necessary, on the basis of the number of Registrable Securities owned by each shares of such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned therein by each such holderHolder.

Priority on Demand Registrations. The Company Corporation will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationXxxx Majority Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, then the Company Corporation will include in such registration 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 without adverse effect, pro rata among the respective holders thereof of Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, any other securities of the Corporation requested to be included in such Demand Registration, registration pro rata among the holders of such securities on the basis of the number of such other securities owned requested to be included therein by each such holder.

Priority on Demand Registrations. The Company will not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such 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 without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, holder and (ii) second, other securities requested ------ to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities Shares and, if permitted hereunder, other securities requested to be included in such offering, offering (including an Underwritten Shelf Offering) exceeds the number of Registrable Securities Shares and other securities, if any, which can be sold therein in an orderly manner in such offering within a price range acceptable to holder(s) of a majority of the number of Registrable Shares initiating such Demand Registration pursuant to Section 2(a) and without adversely affecting the marketability of the offering, then the Company will shall include in such registration Demand 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 without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities Shares requested to be included in such Demand Registration (by holders initiating such Demand Registration as well as other holders who are permitted under this Agreement to request the inclusion of Registrable Shares in such Demand Registration), pro rata among the holders of such securities on the basis of Registrable Shares according to the number of Registrable Shares requested by them to be so included and (ii) second, any other Class A Shares requested to be included in such securities owned by each registration, in such holdermanner as the Company may determine.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without If the prior written consent of the holders Holders of a majority of the shares of Registrable Securities included to be registered in such registration. If a Demand Registration is so elect, the offering of such Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering and offering. In such event, if the managing underwriters Underwriter or Underwriters of such offering advise the Company and the Holders in writing that, that in their opinion, opinion the number of Registrable shares of Registerable Securities and, and other securities (if permitted hereunder, other securities by the Holders) requested to be included in such offering, exceeds offering is sufficiently large to materially and adversely affect the number success of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the such offering, the Company will include in such registration (i) firstthe aggregate number of Registrable Securities and other securities of the Company, which, in the opinion of such managing Underwriter or Underwriters, can be sold without any such material adverse effect, and such amount shall be allocated first to the Holders of Registrable Securities based on the number of Registrable Securities requested to be included in such registration which in Demand Registration and next to the opinion of such underwriters can be sold without adverse effect, Company and then next pro rata among such other holders of securities of the respective holders thereof Company offering securities under the Demand Registration on the basis of the number relative percentage ownership of Registrable Securities all shares of Common Stock then outstanding owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderother holders.

Priority on Demand Registrations. The Company Corporation will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationBain Majority Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, then the Company Corporation will include in such registration 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 without adverse effect, pro rata among the respective holders thereof of Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, any other securities of the Corporation requested to be included in such Demand Registration, registration pro rata among the holders of such securities on the basis of the number of such other securities owned requested to be included therein by each such holder.

Priority on Demand Registrations. The Company will shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of Investor or Investors holding at least a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will shall include in such registration 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 without adverse effectpro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the number of shares of Registrable Securities owned by each such holder at such time, and (ii) second, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders shares of such securities on the basis of the number of such other securities owned by each such holderholder at such time.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, 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 of the offering, the Company will include in such registration (i) firstregistration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included in such registration which that in the opinion of such underwriters can be sold without adverse effectadversely affecting the marketability of the offering and within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each that such holder, and (ii) second, other securities holder has requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderregistration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) firstregistration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, adversely affecting the marketability of the offering; pro rata among the respective holders thereof on the basis of the number of shares of Registrable Securities owned by that each such holder, and (ii) second, other securities holder has requested to be Registrable Securities included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderregistration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority at least 50.1% of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration which by Maxtor, (ii) second, the Registrable Securities requested to be included in such registration by the opinion holders of such underwriters can be sold without adverse effectRegistrable Securities (other than Maxtor), allocated pro rata among the respective holders thereof of such Registrable Securities on the basis of the number of Registrable Securities owned by each holder of Registrable Securities participating in such holderoffering (without regard to Maxtor), and (iiiii) secondthird, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderregistration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationDemand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationInitiating Holder, which consent will not be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) firstprior to the inclusion of any other securities, Registrable Securities held by the Initiating Holder and thereafter shall include in such registration, only such other securities as in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, in the following order of priority: prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities held by other Holders which are requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included Holder participating in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderoffering.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in Holders initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, 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 that can be sold therein without adversely affecting the marketability of the offering, the Company will include in such 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 without adverse effectpro rata, pro rata if necessary, among the respective holders thereof Holders based on the basis of the number of Registrable Securities owned requested to be included therein by each such holder, Holder and (ii) second, subject to the first sentence of this Section 2(c), any other securities of the Company requested to be included in such Demand Registrationregistration pro rata, pro rata among the holders of such securities if necessary, on the basis of the number of such other securities owned requested to be included therein by each such holder.

Priority on Demand Registrations. The Company LLC will not include in any Demand Registration any securities which that 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 is an underwritten offering and the managing underwriters advise the Company LLC in writing that, that in their opinion, 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 that can be sold therein without adversely affecting the marketability of the offering, the Company LLC will include in such 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 without adverse effectpro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the basis of the number of Registrable Securities owned requested to be included therein by each such holder, holder and (ii) second, subject to the first sentence of this Section 2(d), any other securities of the LLC requested to be included in such Demand Registrationregistration pro rata, pro rata among the holders of such securities if necessary, on the basis of the number of such other securities owned requested to be included therein by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such 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 without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, holder and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities or FBR Registrable Shares without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration 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 of the offering, the Company will include in such 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 without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, including FBR Registrable Shares, if any, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities 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 is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration 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 without adverse effectpro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the number of shares of Registrable Securities requested to be included therein by each such holder and (ii) second, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of Registrable Securities owned by each shares of such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned therein by each such holder. 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 hereof.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Xxxxxx Xxxxxx Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, 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 that can be sold therein without adversely affecting the marketability of the offering, the Company will include in such 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 without adverse effectpro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the basis of the number of Registrable Securities owned requested to be included therein by each such holder, holder and (ii) second, subject to the first sentence of this Section 2(c), any other securities of the Company requested to be included in such Demand Registrationregistration pro rata, pro rata among the holders of such securities if necessary, on the basis of the number of such other securities owned requested to be included therein by each such holder.

Priority on Demand Registrations. The Company will shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter(s) advises the Company in writing that, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) firstregistration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included in such registration which offering that, in the opinion of such underwriters underwriter(s), can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iionly then securities that are not Registrable Securities if the managing underwriter(s) second, other securities requested to be included in such Demand Registration, pro rata among the holders of has advised that such securities on the basis of the number of such securities owned by each such holdermay be included.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter advises the Company that in writing that, in their opinion, its 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 of the offering, including the price at which the securities can be sold, the Company will include in such registration (i) first, offering the maximum number of Registrable Securities requested to be included in such registration which securities that in the opinion of such underwriters can be sold without adverse effect, pro rata among adversely affecting the respective holders thereof on the basis marketability of the number offering, including the price at which the securities can be sold, which securities will be so included in the following order of priority: (i) first, the Registrable Securities owned requested to be included therein by each such holder, the Shareholder; and (ii) second, other securities requested of the Company. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to be included participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such Demand Registration, pro rata among registration would adversely affect the holders of such securities on the basis marketability or offering price of the number of securities being sold in such securities owned by each such holderregistration.

Priority on Demand Registrations. The Company will shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority at least two-thirds of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will shall include in such registration 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 without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number amount of Registrable Securities owned requested to be registered by each such holder, and ; (ii) second, other securities requested to be included in such Demand Registrationregistration by the Company; and (iii) third, other securities requested to be included in such registration by others pro rata among the holders of such securities on the basis of the number of such securities owned by each such holderthereof.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities 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 is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration registration, (i) firsti)first, the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectpro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the number of shares of Registrable Securities requested to be included therein by each such holder and (ii) second, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of Registrable Securities owned by each shares of such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned therein by each such holder. 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 hereof.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities 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 is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number amount of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company will not include in -------------------------------- any Demand Registration Registrations any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities Securities, and other securities, if any, which that can be sold therein without adversely affecting the marketability of the offering, the Company will shall include in such the registration (i) first, the number of Registrable Securities requested to be included in such registration which in the opinion of such the underwriters can be sold without adverse effectadversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company Morton’s will not include in any Demand Registration any securities which that 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 is an underwritten offering and the managing underwriters advise the Company Morton’s in writing that, that in their opinion, 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 that can be sold therein without adversely affecting the marketability of the offering, the Company Morton’s will include in such 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 without adverse effectpro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the basis of the number of Registrable Securities owned requested to be included therein by each such holder, holder and (ii) second, subject to the first sentence of this Section 2(c), any other securities of Morton’s requested to be included in such Demand Registrationregistration pro rata, pro rata among the holders of such securities if necessary, on the basis of the number of such other securities owned requested to be included therein by each such holder.