Common use of Priority on Incidental Registrations Clause in Contracts

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 Public Offering contemplated by this Section 3.2 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 securities requested to be included in such Incidental Registration exceeds 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 can the Company is so advised should be sold in such offering within 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 price range acceptable registration rights agreement with the Company; (ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Incidental Registration, then the Investcorp Investors may include in such Incidental Registration a number of Registrable Securities up to an aggregate value equal to the Company Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (such writing to state including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the basis of such opinion and the approximate number of shares of Registrable Securities that may be included in such Incidental Registration determined based upon the offering without price to the public of the securities in the Public Offering); (iii) third, if the Investcorp Investors have an Investcorp Priority with respect to such effect)Incidental Registration, then the Company will Existing Investors may include in such Incidental Registration, Registration an aggregate number of Registrable Securities up to the extent aggregate number of Registrable Securities that may be included under clause (ii) immediately above; (iv) fourth, if (A) the Investcorp Investors did not have an Investcorp Priority with respect to such Incidental Registration (and, therefore, the Existing Investors would not have had the priority under clause (iii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (ii) and the Existing Investors had their related priority under clause (iii), then the Registrable Securities requested to be registered by Stockholders (including the Investcorp Investors and the Existing Investors) pro rata among such Stockholders on the basis 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 such Stockholders pursuant to this Section 3.2 (and all Securities proposed to be registered by other stockholdersif the Investcorp Investors had an Investcorp Priority under clause (ii) and the Existing Investors had their related priority under clause (iii), PRO RATA among such Holders and other stockholders on the basis of the number of Registrable Securities that shall be taken into account for calculating their respective pro rata shares requested to under this clause (iv) shall be so registered by such Holders and other stockholders; and (ii) in the case number 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 included in such registration above the other stockholders requesting amounts permitted under clauses (ii) and (iii) above, as applicable); provided, however, that if such Registration; (B) SECONDmanaging underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities requested to be sold held by Management Stockholders would adversely affect the Holders pursuant to this Section offering and all Securities proposed to be registered by stockholders other than those referred to in Section sale (c)(ii)(A)including pricing) of such securities, PRO RATA among such Holders and stockholders on the basis of then the number of shares requested Registrable Securities held by such Management Stockholders to be so registered by included in such Holders and stockholdersPublic Offering may be disproportionately reduced to avoid such adverse result; and (Cv) THIRDfifth, shares that all other Registrable Securities and securities proposed to be sold for the Company proposes to issue and sell for its own accountaccount of any other Person.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company Parent in writing (with a copy to each Holder 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 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 Company Parent will include in such Incidental Registration, to the extent of the number of shares of Securities that the Company Parent is so advised can be sold in such offering: (i) in the case of any Incidental Registration initiated by the Company Parent for the purpose of selling Securities for its own account: (A) FIRSTfirst, shares that the Company Parent proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders of Purchaser Shares pursuant to this Section 3.1 and all Securities proposed to be registered by other stockholdersthe Other Stockholders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares Registrable Shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any an Incidental Registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration rights in favor of such other stockholder:Other Stockholder (whether or not the right to such a registration exists on the date hereof): (A) FIRSTfirst, Registrable Securities requested to be sold by the other stockholders Other Stockholders requesting such Registration; (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders of Purchaser Shares pursuant to this Section 3.1 and all Securities proposed to be registered by stockholders the Other Stockholders (other than those referred to in Section (c)(ii)(A3.1(c)(ii)(A), PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares Registrable Shares requested to be so registered by such Holders and stockholdersholders; and (C) THIRDthird, shares that the Company Parent proposes to issue and sell for its own account.

Priority on Incidental Registrations. If the managing underwriter for the Public Offering contemplated by this Section 2.2 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 securities requested to be included in such Incidental Registration exceeds would adversely affect the number that can be sold in such offering within a price range acceptable to the Company Public Offering and sale (such writing to state the basis including pricing) of such opinion and the approximate number of shares of Securities that may be included in such offering without such effect)securities, the Company will shall include in such Incidental Registration, to the extent of Registration the number of shares of Securities securities that the Company is so advised can be sold in such offeringPublic Offering, in the following amounts and order of priority: (i) in first, Registrable Securities proposed to be sold by the case Company for its own account or, if the other Person is neither a Stockholder nor an Affiliate of such Stockholder, the account of any Registration initiated other Person referred to in Section 2.2(a); (ii) second, the Registrable Securities requested to be registered by Stockholders and, if the other Person is a Stockholder, the Registrable Securities proposed to be sold by the Company for the purpose account of selling Securities for its own account: (A) FIRST, shares that such Person pro rata among such Stockholders and such Person on the Company proposes to issue and sell for its own account; and (B) SECOND, basis of the number of Registrable Securities requested to be sold by the Holders such Stockholders pursuant to this Section 2.2; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities held by the Management Stockholders would adversely affect the Public Offering and all Securities proposed to be registered by other stockholderssale (including pricing) of such securities, PRO RATA among such Holders and other stockholders on the basis of then the number of shares requested Registrable Securities held by the Management Stockholders to be so registered included in such Public Offering may be disproportionately reduced to avoid such adverse result; provided, further, however, that with respect to Registrable Securities held by Management Stockholders on the date hereof, such Holders and other stockholdersRegistrable Securities shall only be disproportionately reduced up to 50% of such Registrable Securities; and (iiiii) in the case of any Registration initiated by any third, all 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 included in 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 shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities Common Units 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 Common Units 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 Common Units that the Company is so advised can be sold in such offering: (i) in the case of any Registration registration initiated by the Company for the purpose of selling Securities for its own account: (A) FIRSTfirst, shares the number of Common Units that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders of Bundled Securities pursuant to this Section 6.2 and all Securities Common Units proposed to be registered by other stockholdersOther Members, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares Issuable Units requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Member pursuant to demand or required registration rights in favor of such other stockholderOther Member: (A) FIRSTfirst, Registrable Securities requested to be sold by the other stockholders Other Members requesting such Registration; (B) SECOND, Registration and Registrable Securities requested to be sold by the Holders holders of Bundled Securities pursuant to this Section and all Securities proposed to be registered by stockholders other than those referred to in Section (c)(ii)(A)6.2, PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares Issuable Units requested to be so registered by such Holders and stockholdersholders; and (CB) THIRDsecond, shares the number of Common Units that the Company proposes to issue and sell for its own account.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company WRC in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's ’s opinion, the number of shares of Registrable Securities requested to be included in such Incidental Registration by such holders of Registrable Securities exceeds the number that can be sold in such offering within a price range acceptable to the Company WRC (such writing to state the basis of such opinion and the approximate number of shares of Registrable Securities that may be included in such offering without such effect), the Company WRC will include in such Incidental Registration, to the extent of the number of shares of Registrable Securities that the Company WRC is so advised by the managing underwriter can be sold in such offering: (i) in the case of any Registration registration initiated by the Company WRC for the purpose of selling Securities Capital Stock or Rights for its own account: (A) FIRSTfirst, shares Securities that the Company WRC proposes to issue and sell for its own account; and (B) SECONDsecond, all Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 2.02 and all Securities proposed to be registered by other stockholdersthe Other Stockholders which have the right to request such registration, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares Securities requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration Required Registration rights in favor of such other stockholder:Other Stockholder and provided to such Other Stockholder in compliance with Section 2.07(b): (A) FIRSTfirst, Securities requested to be sold by the Other Stockholders requesting such Incidental Registration; (B) second, Registrable Securities requested to be sold by the other stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 2.02 and all Securities proposed to be registered by stockholders Other Stockholders which have the right to request such registration other than those referred to in Section (c)(ii)(A)requesting such Incidental Registration, PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares Securities requested to be so registered by such Holders and stockholdersholders; and (C) THIRDthird, shares Securities that the Company WRC 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 each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities Common Stock 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 Common Stock 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 Common Stock that the Company is so advised can be sold in such offering: (i) in the case of any Registration registration initiated by the Company for the purpose of selling Securities for its own account: (A) FIRST, shares Securities that the Company proposes to issue and Exhibit 1.1(b)-22 sell for its own account; and (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.2 and all Securities Common Stock proposed to be registered by other stockholdersthe Other Stockholders, PRO RATA among such Holders and other stockholders holders on the basis of the number of shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration rights in favor of such other stockholderOther Stockholder: (A) FIRST, Registrable Securities shares of Common Stock requested to be sold by the other stockholders Other Stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.2 and all Securities Common Stock proposed to be registered by stockholders the Other Stockholders (other than those referred to in Section (c)(ii)(A6.2(c)(ii)(A)), PRO RATA among such Holders and stockholders holders on the basis of the number of shares requested to be so registered by such Holders and stockholdersholders; and (C) THIRD, shares that the Company 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 each Holder 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 registration initiated by the Company for the purpose of selling Securities for its own account: (A) FIRSTfirst, shares that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.1 and all Securities proposed to be registered by other stockholdersthe Other Stockholders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration rights in favor of such other stockholderOther Stockholder: (A) FIRSTfirst, Securities requested to be sold by the Other Stockholders requesting such Registration; (B) second, Registrable Securities requested to be sold by the other stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.1 and all Securities proposed to be registered by stockholders the Other Stockholders (other than those referred to in Section (c)(ii)(A6.1(c)(ii)(A)), PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares requested to be so registered by such Holders and stockholdersholders; and (C) THIRDthird, shares that the Company 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 each Holder 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 registration initiated by the Company for the purpose of selling Securities for its own account: (A) FIRSTfirst, shares Securities that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.1 and all Securities proposed to be registered by any other selling stockholders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder pursuant to demand or required registration rights in favor of such other stockholder: (A) FIRST, Registrable all Securities requested proposed to be sold registered by the any other stockholders requesting exercising demand or required registration rights with respect to such Registrationregistration pursuant to registration rights agreements in existence on the date of this agreement; (B) SECOND, to the extent allowed by Section 7.5(g) of the Underwriter Warrant Agreement, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.1 and all other Securities proposed to be registered by stockholders any other than those referred to in Section (c)(ii)(A)stockholders, PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares requested to be so registered by such Holders and stockholdersholders; and (C) THIRD, shares Securities that the Company 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 each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities Common Stock 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 Common Stock 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 Common Stock that the Company is so advised can be sold in such offering: (i) in the case of any Registration registration initiated by the Company for the purpose of selling Securities securities for its own account: (A) FIRSTfirst, the number of shares of Common Stock that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders Institutional Investors pursuant to this Section 2.2 and all Securities shares of Common Stock proposed to be registered by other stockholdersthe Management Holders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares of Common Stock requested by each to be so registered by included in such Holders and other stockholdersRegistration; and (ii) in the case of any Registration a registration initiated by any other stockholder Management Holder pursuant to demand or required registration rights in favor of such other stockholderManagement Holder: (A) FIRSTfirst, Securities requested to be sold by the Management Holders requesting such registration and Registrable Securities requested to be sold by the other stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders Institutional Investors pursuant to this Section and all Securities proposed to be registered by stockholders other than those referred to in Section (c)(ii)(A)2.2, PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares of Common Stock requested to be so registered by such Holders and stockholdersholders; and (CB) THIRDsecond, the number of shares of Common Stock that the Company proposes to issue and sell for its own account.

Priority on Incidental Registrations. If any registration made pursuant to Section 3 on behalf of the Company or holders of its Equity Interests other than Registrable Securities is an underwritten offering and the managing underwriter shall Underwriters advise the Company or such holders, as the case may be, in writing (with a copy to each Holder party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requesting sale) thatand other securities, in such underwriter's opinionif any, the number of shares of Securities requested to be included in such Incidental Registration registration exceeds the number that which can be sold in an orderly manner in such offering within a price range acceptable to the Company (or such writing to state holders, as the basis of such opinion and case may be, then the approximate total number of shares of Securities securities that may the managing underwriters advise can be included in such offering without such effect)registration shall be allocated in the following order of priority: (a) first, 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 securities that the Company proposes or such holders propose to issue and sell for its or their own account, as the case may be; and (Bb) SECONDsecond, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold by in an orderly manner within the proposed price range of such offering, pro rata among the respective Holders pursuant to this Section and all Securities proposed to be registered by other stockholders, PRO RATA among such Holders and other stockholders thereof on the basis of the number amount 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 included by each such Holder; and (iii) third, the number of other stockholders requesting such Registration; (B) SECOND, Registrable Securities securities requested to be sold included by the Holders pursuant to this Section and all Securities Company in such registration for the account of other holders which in the opinion of such underwriters can be sold in an orderly manner within the proposed to be registered by stockholders other than those referred to in Section (c)(ii)(A), PRO RATA among price range of 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 accountoffering.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of or 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 or 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 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 holders thereof pursuant to this Section 0 and all Securities proposed to be registered by other stockholdersthe Other Stockholders, PRO RATA among such Holders and other stockholders holders on the basis of the number of shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration rights in favor of such other stockholderOther Stockholder: (A) FIRST, Registrable Securities requested to be sold by the other stockholders Other Stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 0 and all Securities proposed to be registered by stockholders the Other Stockholders (other than those referred to in Section (c)(ii)(A0(c)(ii)(A)), PRO RATA among such Holders and stockholders holders on the basis of the number of shares requested to be so registered by such Holders and stockholdersholders; and (C) THIRD, shares that the Company proposes to issue and sell for its own account.

Priority on Incidental Registrations. If the managing underwriter shall advise the Parent or the applicable Company in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Registrable Securities requested to be included in such Incidental Registration by such holders of Registrable Securities exceeds the number that can be sold in such offering within a price range acceptable to the Parent or the applicable Company (such writing to state the basis of such opinion and the approximate number of shares of Registrable Securities that may be included in such offering without such effect), the Parent or the applicable Company will include in such Incidental Registration, to the extent of the number of shares of Registrable Securities that the Parent or the applicable Company is so advised by the managing underwriter can be sold in such offering: (i) in the case of any Registration registration initiated by the Parent or any Company for the purpose of selling Securities Capital Stock or Rights for its own account: (A) FIRST, shares Securities that the Parent or the applicable Company proposes to issue and sell for its own account; and (B) SECOND, Registrable Securities requested to be sold by the Holders holders of Registrable Securities pursuant to this Section 2.02 and all Securities proposed to be registered by other stockholdersthe Other Stockholders which have the right to request such registration, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares Securities requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration rights in favor of such other stockholder:Other Stockholder and provided to such Other Stockholder in compliance with Section 2.07(b): (A) FIRST, Registrable Securities requested to be sold by the other stockholders Other Stockholders requesting such Incidental Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders of Registrable Securities pursuant to this Section 2.02 and all Securities proposed to be registered by stockholders Other Stockholders which have the right to request such registration other than those referred to in Section (c)(ii)(A)requesting such Incidental Registration, PRO RATA among such Holders and stockholders holders on the basis of the number of shares Securities requested to be so registered by such Holders and stockholdersholders; and (C) THIRD, shares Securities that the Parent or either Company proposes to issue and sell for its own account.

Priority on Incidental Registrations. If any registration made pursuant to Section 3 is an underwritten offering and the managing underwriter shall Underwriters advise the Company in writing (with a copy to each Holder of Registrable Securities requesting saleSquadron) that, that in such underwriter's opinion, their opinion the number of shares of Securities Registrable Shares requested to be included in such Incidental Registration offering exceeds the number that of Registrable Shares which can be sold in such offering within a price range acceptable to therein without adversely affecting the Company (such writing to state marketability and pricing of the basis of such opinion and the approximate number of shares of Securities that may be included in such offering without such effect)offering, 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 offeringregistration: (ia) in the case of any Registration a registration initiated by the Company for (i) first, the purpose maximum number 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, of Registrable Securities Shares requested to be sold included by the Holders pursuant Company in such registration which can be sold without exceeding the Maximum Number of Shares; (ii) second, to this Section and all Securities proposed the extent the Maximum Number of Shares has not been exceeded under the foregoing clause (i) above, the maximum number of shares of Registrable Shares requested to be registered included by other stockholdersthe Holders, PRO RATA pro rata among such the Selling Holders and other stockholders on the basis of the number of shares of Registrable Securities held by the Selling Holders; (iii) third, to the extent the Maximum Number of Shares has not been exceeded under the foregoing clauses (i) and (ii) above, the maximum number of shares of Registrable Shares requested to be so registered included by such Holders and any other stockholdersPersons which can be sold without exceeding the Maximum Number of Shares; and (iib) in the case of any Registration a registration initiated by any anyone other stockholder pursuant to demand or required registration rights in favor than the Company (i) first, the maximum number of such other stockholder: (A) FIRST, shares of Registrable Securities Shares requested to be sold included in such registration by the other stockholders requesting Persons initiating such Registration; registration which can be sold without exceeding the Maximum Number of Shares; (Bii) SECONDsecond, to the extent the Maximum Number of Shares has not been exceeded under the foregoing clause (i) above, the maximum number of shares of Registrable Securities Shares requested to be sold included by the Holders, pro rata among the Selling 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 of Registrable Securities held by the Selling Holders; (iii) third, to the extent the Maximum Number of Shares has not been exceeded under the foregoing clauses (i) and (ii) above, the maximum number of shares of Registrable Shares requested to be so registered included by such Holders and stockholders; and (C) THIRD, shares that the Company proposes to issue and sell for its own accountwhich can be sold without exceeding the Maximum Number of Shares.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder 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 registration initiated by the Company for the purpose of selling Securities for its own account: (A) FIRSTfirst, shares that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders of Warrant Shares pursuant to this Section 6.2 and all Securities proposed to be registered by the Management Stockholders and any other stockholders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares Issuable Shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a 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) THIRDfirst, 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 of Warrant Shares pursuant to this Section 6.2 and all Securities proposed to be registered by the other stockholders, pro rata among such holders on the basis of the number of Issuable Shares requested to be so registered by such holders.

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 distribution of shares all or any portion of the Registrable Securities requested to be included would interfere with the successful marketing of the securities involved in such the Incidental Registration exceeds the number that can be sold in such offering within (with a price range acceptable to the Company (such writing to state stating the basis of such opinion and the approximate number of shares of Securities 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 securities that the Company is so advised can be sold in such offering: (i) in the case of any Registration registration initiated by the Company for the purpose of selling Securities securities for its own account: (A1) FIRSTfirst, shares that the Company proposes to issue and sell for its own account; and (B2) SECONDsecond, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 7.1 and all Securities securities proposed to be registered by any other stockholdersholders thereof entitled to participate in such registration, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares issuable Shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder holder of securities pursuant to demand or required registration rights in favor of such other stockholderholder: (A1) FIRSTfirst, Issuable Shares requested to be sold by such holder or holders requesting such registration; (2) second, Registrable Securities requested to be sold by the other stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 7.1 and all Securities securities proposed to be registered by stockholders any other than those referred holders thereof entitled to participate in Section (c)(ii)(A)such registration, PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares Issuable Shares requested to be so registered by such Holders and stockholdersholders; and (C3) THIRDthird, shares that the Company proposes to issue and sell for its own accounta ccount.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities Common Stock 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 Common Stock 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 Common Stock that the Company is so advised can be sold in such offering: (i) in the case of any Registration registration initiated by the Company for the purpose of selling Securities Common Stock for its own account: (A) FIRSTfirst, the shares that the Company proposes to issue and sell for its own account; and, (B) SECONDsecond, the Registrable Securities requested to be sold by members of the Holders pursuant to this Section Registrable Securityholder Group, on the one hand, and all Securities proposed the Issuable Shares requested to be registered sold by other stockholdersthe Equity Securityholder Group, PRO RATA among such Holders and other stockholders on the basis of other hand, ratably in accordance with the number of shares Issuable Shares requested to be so registered sold by each such Holders and Group, and (C) third, other stockholdersSecurities of the Company requested to be included in such Registration; and (ii) in the case of any Registration a registration initiated by any other stockholder pursuant to demand or required registration rights in favor member of such other stockholderthe Equity Securityholder Group: (A) FIRSTfirst, the Registrable Securities requested to be sold by members of the other stockholders requesting such Registration; (B) SECONDRegistrable Securityholder Group, Registrable Securities on the one hand, and the Issuable Shares requested to be sold by the Holders pursuant Equity Securityholder Group, on the other hand, ratably in accordance with the number of Issuable Shares requested to be so sold by each such Group, and (B) second, other Securities of the Company requested to be included in such Registration. Shares of Registrable Securities to be included in any Registration to which this Section and all Securities proposed to 1(c) shall apply shall be registered by stockholders other than those referred to allocated ratably among the members of the Registrable Securityholder Group in Section (c)(ii)(A), PRO RATA among such Holders and stockholders on the basis of accordance with the number of shares requested each such member has proposed to be so registered by include in such Holders and stockholders; and (C) THIRD, shares that the Company proposes to issue and sell for its own accountRegistration.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company Parent in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's ’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 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 Company Parent will be obligated to include in any such Incidental Registrationregistration statement only such limited portion of the Warrant Holder Registrable Securities and the Trivest Registrable Securities (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 Parent and the holders of Warrant Holder Registrable Securities and the Trivest Registrable Securities, to the extent of reduction in the number of shares Warrant Holder Registrable Securities and Trivest Registrable Securities included in such registration (which reduction shall be allocated among the holders thereof requesting registration in proportion to the respective number of Warrant Holder Registrable Securities that and Trivest Registrable Securities with respect to which each such holder has timely requested registration) shall not represent a greater percentage of the Company is so advised can amount of Warrant Holder Registrable Securities and Trivest Registrable Securities originally requested to be registered and sold in such offering: (i) in registration than 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 lowest percentage reduction imposed upon 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 accountPerson.

Priority on Incidental Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of or 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 or 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 registration initiated by the Company for the purpose of selling Securities for its own account: (A) FIRSTfirst, shares that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.2 and all Securities proposed to be registered by other stockholdersthe Other Stockholders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares requested to be so registered by such Holders and other stockholdersholders; and (ii) in the case of any Registration a registration initiated by any other stockholder Other Stockholder pursuant to demand or required registration rights in favor of such other stockholderOther Stockholder: (A) FIRSTfirst, Securities requested to be sold by the Other Stockholders requesting such Registration; (B) second, Registrable Securities requested to be sold by the other stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders holders thereof pursuant to this Section 6.2 and all Securities proposed to be registered by stockholders the Other Stockholders (other than those referred to in Section (c)(ii)(A6.2(c)(ii)(A)), PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares requested to be so registered by such Holders and stockholdersholders; and (C) THIRDthird, shares that the Company proposes to issue and sell for its own account.

Priority on Incidental Registrations. If the managing underwriter for the Public Offering contemplated by this Section 3.2 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 securities requested to be included in such Incidental Registration exceeds would adversely affect the number that can be sold in Public Offering and sale (including pricing) of such offering within a price range acceptable to the Company securities (such writing to state the basis of such opinion and the approximate number of shares of Securities securities that may be included in such offering Public Offering without such effect), the Company will shall include in such Incidental Registration, to the extent of Registration the number of shares of Securities securities that the Company is so advised can be sold in such offeringPublic Offering, in the following amounts and order of priority: (i) in first, securities proposed to be sold by the case of Company for its own account and any Registration initiated securities proposed to be offered by the Company for the purpose account of selling Securities such other Person who has exercised its demand registration rights, as the case may be; provided that such Person is not a Stockholders that owns 10% or more of the Common Stock Equivalents of the Company or an Affiliate of such Stockholder, in which case such Stockholder's or Affiliate's priority shall be governed by clause (ii) below; provided further that for the purposes of this Section 3.2, any underwriter acting in its own account:capacity as such shall not be deemed an affiliate of a Stockholder; (Aii) FIRSTsecond, shares that the Company proposes Registrable Securities requested to issue and sell for its own account; and (B) SECOND, be registered by Stockholders pro rata among such Stockholders on the basis of the number of Registrable Securities requested to be sold by the Holders 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 Public Offering and all Securities proposed to be registered by other stockholderssale (including pricing) of such securities, PRO RATA among such Holders and other stockholders on the basis of then the number of shares requested Registrable Securities held by such Management Stockholders to be so registered by included in such Holders and other stockholdersPublic Offering may be disproportionately reduced to avoid such adverse result; and (iiiii) in the case of any Registration initiated by any third, pro rata among all 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 accountSecurities.

Priority on Incidental Registrations. If the managing underwriter ------------------------------------ shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities Common Stock 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 Common Stock 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 Common Stock that the Company is so advised can be sold in such offering: (i) in the case of any Registration registration initiated by the Company for the purpose of selling Securities securities for its own account: (A) FIRSTfirst, the number of shares of Common Stock that the Company proposes to issue and sell for its own account; and (B) SECONDsecond, Registrable Securities requested to be sold by the Holders Institutional Investors pursuant to this Section 2.2 and all Securities shares of Common Stock proposed to be registered by other stockholdersthe Management Holders, PRO RATA pro rata among such Holders and other stockholders holders on the basis of the number of shares of Common Stock requested by each to be so registered by included in such Holders and other stockholdersRegistration; and (ii) in the case of any Registration a registration initiated by any other stockholder Management Holder pursuant to demand or required registration rights in favor of such other stockholderManagement Holder: (A) FIRSTfirst, Securities requested to be sold by the Management Holders requesting such registration and Registrable Securities requested to be sold by the other stockholders requesting such Registration; (B) SECOND, Registrable Securities requested to be sold by the Holders Institutional Investors pursuant to this Section and all Securities proposed to be registered by stockholders other than those referred to in Section (c)(ii)(A)2.2, PRO RATA pro rata among such Holders and stockholders holders on the basis of the number of shares of Common Stock requested to be so registered by such Holders and stockholdersholders; and (CB) THIRDsecond, the number of shares of Common Stock that the Company proposes to issue and sell for its own account.