Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is requested registration pursuant to Section 1(a) involves an underwritten public offering and the managing underwriters advise the Company or lead underwriter advises NationsRent in writing thatwriting, with a copy to each Holder requesting registration, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering registration (including securities to be sold by NationsRent or by other persons who are not Holders of Registrable Securities) exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of at least a majority (by number of shares) of the Investor Registrable Securities to be included in such registrationregistration without adversely affecting the marketability of the offering, then the Company NationsRent shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders Holders thereof on the basis of the amount of Registrable Securities owned requested by each such holderHolder to be included in such offering.

Priority on Demand Registrations. The Company shall may not include in any Demand Registration underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationRequired Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter 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, securities that can be sold in an orderly manner such offering without adversely affecting the marketability of the offering, the Company may include in such offering within a price range acceptable to the holders only such number of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in an orderly manner within the price range following order of such offeringpriority: (i) first, Registrable Securities, pro rata among the respective holders Holders thereof on the basis of the amount aggregate number of Registrable Securities owned by each such holderHolder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to 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 registration would adversely affect the marketability or offering price of the securities being sold in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities Securities, other than securities of the Company to be offered by the Company solely for its own account (the “Company Offered Securities”), without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationSponsor. 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 exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the holders of a majority marketability of the Investor Registrable Securities to be included in such registrationoffering, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, other than Company Offered Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such underwritersunderwriter(s), can be sold in an orderly manner within without adversely affecting the price range marketability of such the offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and only after all such Registrable Securities are included in such offering, shall securities that are not Company Offered Securities or Registrable Securities, if any, be included in such offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the 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 holderholder and its Affiliates.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor TPG Group 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, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, 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 shall not include in any Demand Registration any securities that are not Registrable Securities without If the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that, in their opinion, and the applicable Requesting Holders that the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering Demand Registration exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of a majority of the Investor Registrable Securities requested to be included in such registrationthe Demand Registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, Demand Registration the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included thatin such Demand Registration by the Requesting Holders or any other Holder who elects to be included in such Demand Registration in accordance with the terms of this Agreement, which in the opinion judgment of such underwriters, underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof Requesting Holders on the basis of the amount number of Registrable Securities shares of Common Stock beneficially owned by each such holderRequesting Holder; (ii) second, any securities to be offered by and on behalf of the Company in such underwritten offering, and (iii) third, other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor OCM 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, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, 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 shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationInitiating Holder. 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, (i) first, the number of Investor Registrable Securities requested to be included that, which in the opinion of such underwritersunderwriters can be sold in an orderly manner within the 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, and (ii) second, the number of Other Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities Stockholder Shares without the prior written consent of the holders of Stockholders holding a majority of the Investor Registrable Securities Stockholder Shares 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 Stockholder Shares and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities Stockholder Shares and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of Stockholders holding a majority of the Investor Registrable Securities to be included in such Stockholder Shares requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that are not Registrable Securities, Stockholder Shares the number of Registrable Securities Stockholder Shares requested to be included that, that in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities Stockholder Shares owned by each such holder.

Priority on Demand Registrations. The Company shall not may include in any Demand Registration registration pursuant to this Section 1.2 any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in Securities; provided, if such registration. If a Demand Registration 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, and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of a majority of the Investor Registrable Securities to be included in such registrationregistration therein, then without adversely affecting the marketability of the offering, the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable SecuritiesSecurities (i) first, the number of Registrable Securities requested to be included that, by the Holders which in the opinion of such underwriters, underwriters can be sold in an orderly manner within without affecting the price range marketability of the offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such offeringHolder, and (ii) second, other securities which the Company has requested to be included in such registration, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned such securities requested to be included therein by each such holder.

Priority on Demand Registrations. The (i) If the Demand Registration (A) occurs within the Exclusivity Period or (B) is the last Long-Form Registration available to the New Partners, the Company shall not include in any Demand Registration such registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If New Partner Securities, or (ii) if clause (i) above does not apply and 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, and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in New Partner Majority Holders initially requesting such registration, then the Company shall include in such registration, registration prior to the inclusion of or any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering without adversely affecting the marketability of the offering, 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. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor WS Registrable Securities included in such registrationSecurities. 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, that which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesif any, (i) first, the number of Registrable Securities requested to be included thatin such registration by the holders thereof, pro rata among such holders on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration, which consent shall not be unreasonably withheld. 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, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, 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 shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in initially requesting such registrationDemand Registration (the "INITIATING HOLDERS"). 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, that which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registrationInitiating Holders, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesif any, (i) first, the number of Registrable Securities requested to be included thatin such registration by the holders thereof, pro rata among such holders on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included, in each of (i) and (ii) which securities in the opinion of such underwriters, underwriters can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Parent 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Parent Registrable Securities to be included in such registration, then the Company shall include in such registrationregistration (i) first, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent Consent of the holders of a majority of the Investor Registrable Securities requested to be included in such registrationDemand 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, that securities which can be sold therein in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested to be included therein by each such holder.. Any Persons other than holders of

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) FIRST, the Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (ii) SECOND, other securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Oaktree 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, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Oaktree Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, 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 shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor 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, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the 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.