Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities requested to be included in such Incidental Registration exceeds the number that can be sold in such offering within a price range acceptable to the Company (such writing to state the basis of such opinion and the approximate number of shares of Securities that may be included in such offering without such effect), the Company will include in such Incidental Registration, to the extent of the number of shares of Securities that the Company is so advised can be sold in such offering:
(i) in the case of any Registration initiated by the Company for the purpose of selling Securities for its own account:
(A) FIRST, shares that the Company proposes to issue and sell for its own account; and
(B) SECOND, Registrable Securities requested to be sold by the Holders pursuant to this Section and all Securities proposed to be registered by other stockholders, PRO RATA among such Holders and other stockholders on the basis of the number of shares requested to be so registered by such Holders and other stockholders; and
(ii) in the case of any Registration initiated by any other stockholder pursuant to demand or required registration rights in favor of such other stockholder:
(A) FIRST, Registrable Securities requested to be sold by the other stockholders requesting such Registration;
(B) SECOND, Registrable Securities requested to be sold by the Holders pursuant to this Section and all Securities proposed to be registered by stockholders other than those referred to in Section (c)(ii)(A), PRO RATA among such Holders and stockholders on the basis of the number of shares requested to be so registered by such Holders and stockholders; and
(C) THIRD, shares that the Company proposes to issue and sell for its own account.
Priority on Incidental Registrations. If the managing underwriter for the offering contemplated by this Section 3.2 shall advise Company in writing that, in such underwriter’s opinion, the number of securities requested to be included in such Incidental Registration would adversely affect the offering and sale (including pricing) of such securities, Company shall include in such Incidental Registration the number of securities that Company is so advised can be sold in such offering, in the following amounts and order of priority:
(i) first, securities proposed to be sold by Company for its own account;
(ii) second, securities proposed to be sold for persons who triggered such Incidental Registration under a demand right; and
Priority on Incidental Registrations. If the managing underwriter for the offering contemplated by this Section 3.2 shall advise the Company in writing that, in such underwriter’s opinion, the number of securities requested to be included in such Incidental Registration would adversely affect the offering and sale (including pricing) of such securities, the Company shall include in such Incidental Registration the number of securities that the Company is so advised can be sold in such offering, in the following amounts and order of priority:
(i) first, securities proposed to be sold by the Company for its own account or for the account of any other Person not a party hereto; and
(ii) second, the Registrable Securities requested to be registered by Stockholders pro rata among such Stockholders on the basis of the number of Registrable Securities owned by each such Stockholders.
Priority on Incidental Registrations. If the managing underwriter for the Public Offering contemplated by this Section 3.2 shall advise the Company in writing that, in such underwriter's opinion, the number of securities requested to be included in such Incidental Registration would adversely affect the Public Offering and sale (including pricing) of such securities the Company shall include in such Incidental Registration the number of securities that the Company is so advised should be sold in such Public Offering, in the following amounts and order of priority:
(i) first, securities proposed to be sold by the Company for its own account or such other Person if the registration is pursuant to a registration rights agreement with the Company;
(ii) second, the Registrable Securities requested to be registered by Stockholders pro rata among such Stockholders on the basis of the number of Registrable Securities requested to be sold by such Stockholders pursuant to this Section 3.2 provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result; and
(iii) all other Registrable Securities and securities proposed to be sold for the account of any other Person.
Priority on Incidental Registrations. If the managing underwriter shall advise the Parent in writing (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities requested to be included in such Incidental Registration exceeds the number that can be sold in such offering within a price range acceptable to the Parent (such writing to state the basis of such opinion and the approximate number of shares of Securities that may be included in such offering without such effect), the Parent will include in such Incidental Registration, to the extent of the number of shares of Common Stock that the Parent is so advised can be sold in such offering:
(i) first, Issuable Shares requested to be sold by the Other Stockholders requesting such Registration;
(ii) second, Registrable Securities requested to be sold by the holders of Purchaser Shares pursuant to this Section 3.1 and all Issuable Shares proposed to be registered by the Other Stockholders (other than those referred to in Section 3.1(c)(i)), pro rata among such holders on the basis of the number of shares of Issuable Shares requested to be so registered by such holders; and
(iii) third, Issuable Shares of Common Stock that the Parent proposes to issue and sell for its own account.
Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to the Holder of Registrable Shares requesting sale) that, in such underwriter's opinion, the number of shares of Common Stock requested to be included in such Registration exceeds the number that can be sold in such offering within a price range acceptable to the Company (such writing to state the basis of such opinion and the approximate number of shares of Common Stock that may be included in such offering without such effect), the Company will include in such Registration, to the extent of the number of shares of Common Stock that the Company is so advised can be sold in such offering:
(i) first, the shares that the Company proposes to issue and sell for its own account, and
(ii) second, the Registrable Shares requested to be sold by the Holder. Other Registrable Securities of the Company requested to be included in such Registration, allocated among the holders of the Registrable Shares and Other Registrable Securities pro rata in accordance with the amount of such securities requested to be registered.
Priority on Incidental Registrations. If the managing underwriter for the Public Offering contemplated by this Section 3.2 shall advise the Company in writing that, in such underwriter’s opinion, the number of securities requested to be included in such Incidental Registration would adversely affect the Public Offering and sale (including pricing) of such securities (such writing to state the basis of such opinion and the approximate number of securities that may be included in such Public Offering without such effect), the Company shall include in such Incidental Registration the number of securities that the Company is so advised can be sold in such Public Offering, in the following amounts and order of priority:
(i) first, securities proposed to be sold by the Company for its own account;
(ii) second, the Registrable Securities requested to be registered by Stockholders pro rata among such Stockholders on the basis of the number of Registrable Securities requested to be sold by such Stockholders pursuant to Section 3.1 or this Section 3.2; and
(iii) third, all other securities that the Company otherwise proposes to be included.
Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to the Shareholder if he is requesting sale) that, in such underwriter’s opinion, the number of Shares requested to be included in such Incidental Registration exceeds the number that can be sold in such offering within a price range acceptable to the Company (such writing to state the basis of such opinion and the approximate number of Shares that may be included in such offering without such effect), the Company will be obligated to include in any such registration statement only such limited portion of the Shareholders’ Shares (which may be none) as is determined in good faith by such underwriter; provided that if any securities are being offered for the account of any Person other than the Company and the Shareholder, the reduction in the number of the Shareholder’s Shares included in such Incidental Registration shall not represent a greater percentage of the amount of the Shareholder’s Shares originally requested to be registered and sold in such registration than the lowest percentage reduction imposed upon any other Person’s securities.
Priority on Incidental Registrations. If the number of securities requested to be included in any Incidental Registration would adversely affect the ability to complete the offering and/or the pricing or other material terms thereof, the Registrant shall include in such Incidental Registration the number of securities that can be sold without such an adverse effect, in the following amounts and order of priority:
(i) first, securities proposed to be sold by the Registrant for its own account or the account of another Person (other than OTPPB or any of its Affiliates, or any Management Limited Partner);
(ii) second, the Registrable Securities elected to be sold by the Limited Partners pro rata among such Partners based on the number of Registrable Securities so elected; and
(iii) third, all other Registrable Securities.
Priority on Incidental Registrations. If the managing underwriter for the Public Offering contemplated hereby shall advise HTCC in writing that, in such underwriter’s opinion, the number of securities requested to be included in such Incidental Registration would adversely affect the Public Offering and sale (including pricing) of such securities (such writing to state the basis of such opinion and the approximate number of securities that may be included in such Public Offering without such effect), HTCC shall include in such Incidental Registration the number of Registrable Securities that HTCC is so advised can be sold in such Public Offering, allocated in accordance with the following: first, to HTCC in respect of proposed sales for its own account; second, to Shareholders on a pro rata basis, determined based on the number of Registrable Securities requested to be registered by each such Shareholder; and third, to any holder of Registrable Securities (other than HTCC or a Shareholder) on a pro rata basis, determined based on the number of Registrable Securities requested to be registered by each such Persons.
