Common use of Priority on Piggyback Offerings Clause in Contracts

Priority on Piggyback Offerings. If the managing underwriter for an Underwritten Offering pursuant to this Section 3.2 shall advise ITC Investments in writing (a copy of which ITC Investments shall provide to each Shareholder requesting to include Registrable Securities therein) that, in such underwriter’s opinion, the number of securities requested to be included in such Piggyback Offering would adversely affect such 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 Piggyback Offering without such effect), ITC Investments shall include in such Piggyback Offering the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority: (i) if the Piggyback Offering relates to an offering for ITC Investments’ own account, then (A) first, such number of equity securities to be sold by ITC Investments for its own account (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested to be sold by such Shareholders pursuant to this Section 3.2, and (C) third, other equity securities held by any other Person; or (ii) if the Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested to be sold by such Shareholders pursuant to this Section 3.2 and (C) third, other equity securities held by any other Person.

Priority on Piggyback Offerings. (i) If a Piggyback Offering was initiated by the Corporation and if the lead or managing underwriter for an Underwritten Offering pursuant to this Section 3.2 shall underwriter(s) advise ITC Investments that in writing (a copy their good faith determination the inclusion of which ITC Investments shall provide to each Shareholder requesting to include the Registrable Securities therein) that, in such underwriter’s opinion, the number of securities requested proposed to be included in such Piggyback Offering would adversely affect cause an Adverse Effect, the Corporation shall include in such offering Piggyback Offering (in each case, to the extent inclusion would not have an Adverse Effect): (A) if such Piggyback Offering is commenced during the Lockup Period: (1) first, any Registrable Securities requested to be included therein by the Trust; and (2) second, and sale only if all of the securities referenced in clause (including pricing1) of above have been included, the Common Stock the Corporation proposes to sell and/or any Common Stock requested to be included therein by Other Stockholders, as determined by the Corporation; (B) if such securities Piggyback Offering is commenced at any other time: (1) first, the Common Stock the Corporation proposes to sell; and (2) second, any Registrable Securities and Common Stock requested to be included therein by the Trust and Other Stockholders, respectively, allocated pro rata among the Trust and such writing to state Other Stockholders on the basis of the amount of Registrable Securities or Common Stock held by the Trust and such opinion Other Stockholders (and eligible for inclusion in such offering under this Agreement or an agreement between such Other Stockholders and the approximate number Corporation) as of securities the date of the Piggyback Notice. If as a result of the provisions of this Section 2.02(b)(i), the Trust shall not be entitled to include all Registrable Securities in such Piggyback Offering that the Trust has requested to be so included, the Trust may withdraw its request to include its Registrable Securities in such Piggyback Offering prior to the commencement thereof. (ii) If a Piggyback Offering was initiated by any Other Stockholders and if the lead or managing underwriter(s) advise that in their good faith determination the inclusion of the Registrable Securities proposed to be included in such Piggyback Offering without such effect)would cause an Adverse Effect, ITC Investments the Corporation shall include in such Piggyback Offering (in each case, to the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority:extent inclusion would not have an Adverse Effect): (i) if the Piggyback Offering relates to an offering for ITC Investments’ own account, then (A) first, such number of equity securities any Registrable Securities and the Common Stock requested to be sold included therein by ITC Investments the Trust and Other Stockholders, respectively, allocated pro rata among the Trust and such Other Stockholders on the basis of the amount of Registrable Securities or Common Stock then held by the Trust and such Other Stockholders (and eligible for its own account inclusion in such offering under this Agreement or an agreement between such Other Stockholders and the Corporation); and (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis and only if all of the number of Registrable Securities securities referenced in clause (A) above have been included, any securities requested to be sold included therein by such Shareholders pursuant to the Corporation. If as a result of the provisions of this Section 3.22.02(b)(ii), and (C) third, other equity securities held by any other Person; or (ii) if the Trust shall not be entitled to include all Registrable Securities in such Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on that the basis of the number of Registrable Securities Trust has requested to be sold by so included, the Trust may withdraw its request to include its Registrable Securities in such Shareholders pursuant Piggyback Offering prior to this Section 3.2 and (C) third, other equity securities held by any other Personthe commencement thereof.

Priority on Piggyback Offerings. If the managing underwriter for an Underwritten Offering pursuant to this Section 3.2 5.2 shall advise ITC Investments in writing (a copy of which ITC Investments shall provide to each Shareholder requesting to include Registrable Securities therein) the Company that, in such underwriter’s opinion, the number of securities requested to be included in such Piggyback Offering would adversely affect such offering and sale (including pricing) of such securities (such writing to state securities, the basis of such opinion and the approximate number of securities that may be included in such Piggyback Offering without such effect), ITC Investments Company shall include in such Piggyback Offering the number of securities that ITC Investments the Company is so advised can be sold in such offering, in the following amounts and order of priority: (i) if the Piggyback Offering relates to an offering for ITC Investments’ the Company’s own account, then (A) first, such number of equity securities to be sold by ITC Investments the Company for its own account account, (B) second, Registrable Securities of Shareholders Buyer Parties pro rata among such Shareholders Buyer Parties on the basis of the number of Registrable Securities requested to be sold by such Shareholders Buyer Parties pursuant to this Section 3.25.2, and (C) third, other equity securities held by any other Person; or (ii) if the Piggyback Offering relates to an offering for holders other than for ITC Investments’ the Company’s own account (“Other Holders”), then (A) first, such number of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders Buyer Parties pro rata among such Shareholders Buyer Parties on the basis of the number of Registrable Securities requested to be sold by such Shareholders Buyer Parties pursuant to this Section 3.2 5.2, and (C) third, other equity securities held by any other Person.

Priority on Piggyback Offerings. (a) If a Piggyback Offering was initiated by the Corporation, and if the managing underwriter for advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Underwritten Offering pursuant Adverse Effect, the Corporation shall include in such Piggyback (i) first, the securities the Corporation proposes to this Section 3.2 shall advise ITC Investments in writing sell, (a copy of which ITC Investments shall provide to each Shareholder requesting to include ii) second, the Registrable Securities therein) that, requested to be included in such underwriter’s opinionPiggyback Offering, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such Piggyback Offering. If as a result of the provisions of this Section 2.2.2(a), any Holder shall not be entitled to include all Registrable Securities in such Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Securities in such Piggyback Offering. (b) If a Piggyback Offering was initiated by a security holder of the Corporation (other than a Holder), and if the managing underwriter advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Adverse Effect, the Corporation shall include in such Piggyback Offering (i) first, the securities requested to be included therein by the security holders requesting such Piggyback Offering and the Registrable Securities requested to be included in such Piggyback Offering, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such Piggyback Offering would adversely affect such offering and sale (including pricingsecurities to be sold for the account of the Corporation). If as a result of the provisions of this Section 2.2.2(b) of such securities (such writing any Holder shall not be entitled to state the basis of such opinion and the approximate number of securities that may be included include all Registrable Securities in such Piggyback Offering without that such effect)Holder has requested to be so included, ITC Investments shall such Holder may withdraw such Holder’s request to include Registrable Securities in such Piggyback Offering. (c) No Holder may participate in a Piggyback Offering the number of securities that ITC Investments is so advised can be sold in unless such offering, in the following amounts and order of priority: Holder (i) if agrees to sell such Holder’s Registrable Securities on the Piggyback Offering relates basis provided in any underwriting arrangements approved by the Corporation and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form and reasonably satisfactory to an offering for ITC Investments’ own accountthe Holders, then reasonably required under the terms of such underwriting arrangements; provided,however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) first, such number Holder’s ownership of equity securities its Registrable Securities to be sold by ITC Investments for its own account or transferred free and clear of all liens, claims, and encumbrances, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested Holder’s power and authority to be sold by effect such Shareholders pursuant to this Section 3.2transfer, and (C) thirdsuch matters pertaining to compliance with securities laws as may be reasonably requested; provided, other equity securities held further, however, that (i) any obligation, if agreed to, of each such Holder to indemnify the underwriters pursuant to any such underwriting arrangements shall (1) only be with respect to information it provides to the Corporation in writing for use in such underwritten offering, (2) be several, not joint and several, and (3) be limited to the net amount received by any other Person; or such Holder from the sale of its Registrable Securities pursuant to such registration and (ii) if neither the Piggyback Offering relates Government Holders nor the VEBA shall be required to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested to be sold by such Shareholders indemnify any Indemnitee pursuant to this Section 3.2 and (C) third, other equity securities held by any other PersonAgreement.

Priority on Piggyback Offerings. (a) If a Piggyback Offering was initiated by the Corporation, and if the managing underwriter for advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Underwritten Adverse Effect, the Corporation shall include in such Piggyback Offering pursuant (i) first, the securities the Corporation proposes to sell, (ii) second, any Existing Registrable Securities requested to be included in such Piggyback Offering by Existing Registrable Securities Holders in accordance with Section 2.2.1 of the Equity Registration Rights Agreement, pro rata among such Existing Registrable Securities Holders on the basis of the number of Existing Registrable Securities owned by each such Existing Registrable Securities Holder, and (iii) third, any Registrable Securities requested to be included in such Piggyback Offering by the Holders and any other securities requested to be included in such Piggyback Offering, pro rata among the holders of such securities (including the Registrable Securities of the Holders) on the basis of the number of such securities owned by each such holder. If as a result of the provisions of this Section 3.2 2.2.2(a), any Holder shall advise ITC Investments in writing (a copy of which ITC Investments shall provide to each Shareholder requesting not be entitled to include all Registrable Securities therein) that, in such underwriter’s opinionPiggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Securities in such Piggyback Offering. (b) If a Piggyback Offering was initiated by an Existing Registrable Securities Holder, and if the managing underwriter advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Adverse Effect, the Corporation shall include in such Piggyback Offering (i) first, the Existing Registrable Securities requested to be included in such Piggyback Offering by Existing Registrable Securities Holders in accordance with Section 2.1 of the Equity Registration Rights Agreement, pro rata among such Existing Registrable Securities Holders on the basis of the number of Existing Registrable Securities owned by each such Existing Registrable Securities Holder, and (ii) second, any Registrable Securities requested to be included in such Piggyback Offering by the Holders and any other securities requested to be included in such Piggyback Offering, including securities to be sold for the account of the Corporation, pro rata among the holders of such securities (including the Registrable Securities of the Holders) and the Corporation on the basis of the number of such securities owned by each such holder and the number of securities requested to be included in such Piggyback Offering would adversely affect by the Corporation. If as a result of the provisions of this Section 2.2.2(b), any Holder shall not be entitled to include all Registrable Securities in such offering Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Securities in such Piggyback Offering (c) If a Piggyback Offering was initiated by a security holder of the Corporation (other than a Holder or an Existing Registrable Securities Holder), and sale (including pricing) if the managing underwriter advises that the inclusion of such the securities (such writing proposed to state the basis of such opinion and the approximate number of securities that may be included in such Piggyback Offering without such effect)would cause an Adverse Effect, ITC Investments the Corporation shall include in such Piggyback Offering the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority: (i) if first, the securities requested to be included therein by the security holders requesting such Piggyback Offering relates to an offering for ITC Investments’ own account, then (A) first, such number of equity securities and the Existing Registrable Securities requested to be sold included in such Piggyback Offering by ITC Investments for its own account (B) second, Existing Registrable Securities Holders in accordance with Section 2.2.1 of Shareholders the Equity Registration Rights Agreement, pro rata among the holders of such Shareholders securities on the basis of the number of securities owned by each such holder, and (ii) second, any Registrable Securities requested to be sold included in such Piggyback Offering by such Shareholders pursuant to this Section 3.2, the Holders and (C) third, other equity securities held by any other Person; or (ii) if the Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought requested to be registered by each included in such Other HolderPiggyback Offering, including securities to be sold for the account of the Corporation, pro rata among the holders of such securities (B) second, including the Registrable Securities of Shareholders pro rata among such Shareholders the Holders) and the Corporation on the basis of the number of Registrable Securities such securities owned by each such holder and the number of securities requested to be sold included in such Piggyback Offering by such Shareholders pursuant to the Corporation. If as a result of the provisions of this Section 3.2 and (C) third, other equity securities held by any other Person.2.2.2

Priority on Piggyback Offerings. (a) If a Piggyback Offering was initiated by the Corporation, and if the managing underwriter for advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Underwritten Adverse Effect, the Corporation shall include in such Piggyback Offering pursuant (i) first, the securities the Corporation proposes to sell, (ii) second, any Existing Registrable Securities requested to be included in such Piggyback Offering by Existing Registrable Securities Holders in accordance with Section 2.2.1 of the Equity Registration Rights Agreement, pro rata among such Existing Registrable Securities Holders on the basis of the number of Existing Registrable Securities owned by each such Existing Registrable Securities Holder, and (iii) third, any Registrable Securities requested to be included in such Piggyback Offering by the Holders and any other securities requested to be included in such Piggyback Offering, pro rata among the holders of such securities (including the Registrable Securities of the Holders) on the basis of the number of such securities owned by each such holder. If as a result of the provisions of this Section 3.2 2.2.2(a), any Holder shall advise ITC Investments in writing (a copy of which ITC Investments shall provide to each Shareholder requesting not be entitled to include all Registrable Securities therein) that, in such underwriter’s opinionPiggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Securities in such Piggyback Offering. (b) If a Piggyback Offering was initiated by an Existing Registrable Securities Holder, and if the managing underwriter advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Adverse Effect, the Corporation shall include in such Piggyback Offering (i) first, the Existing Registrable Securities requested to be included in such Piggyback Offering by Existing Registrable Securities Holders in accordance with Section 2.1 of the Equity Registration Rights Agreement, pro rata among such Existing Registrable Securities Holders on the basis of the number of Existing Registrable Securities owned by each such Existing Registrable Securities Holder, and (ii) second, any Registrable Securities requested to be included in such Piggyback Offering by the Holders and any other securities requested to be included in such Piggyback Offering, including securities to be sold for the account of the Corporation, pro rata among the holders of such securities (including the Registrable Securities of the Holders) and the Corporation on the basis of the number of such securities owned by each such holder and the number of securities requested to be included in such Piggyback Offering would adversely affect by the Corporation. If as a result of the provisions of this Section 2.2.2(b), any Holder shall not be entitled to include all Registrable Securities in such offering Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Securities in such Piggyback Offering (c) If a Piggyback Offering was initiated by a security holder of the Corporation (other than a Holder or an Existing Registrable Securities Holder), and sale (including pricing) if the managing underwriter advises that the inclusion of such the securities (such writing proposed to state the basis of such opinion and the approximate number of securities that may be included in such Piggyback Offering without such effect)would cause an Adverse Effect, ITC Investments the Corporation shall include in such Piggyback Offering the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority: (i) if first, the securities requested to be included therein by the security holders requesting such Piggyback Offering relates to an offering for ITC Investments’ own account, then (A) first, such number of equity securities and the Existing Registrable Securities requested to be sold included in such Piggyback Offering by ITC Investments for its own account (B) second, Existing Registrable Securities Holders in accordance with Section 2.2.1 of Shareholders the Equity Registration Rights Agreement, pro rata among the holders of such Shareholders securities on the basis of the number of securities owned by each such holder, and (ii) second, any Registrable Securities requested to be sold included in such Piggyback Offering by such Shareholders pursuant to this Section 3.2, the Holders and (C) third, other equity securities held by any other Person; or (ii) if the Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought requested to be registered by each included in such Other HolderPiggyback Offering, including securities to be sold for the account of the Corporation, pro rata among the holders of such securities (B) second, including the Registrable Securities of Shareholders pro rata among such Shareholders the Holders) and the Corporation on the basis of the number of Registrable Securities such securities owned by each such holder and the number of securities requested to be sold included in such Piggyback Offering by such Shareholders pursuant to the Corporation. If as a result of the provisions of this Section 3.2 2.2.2(c) any Holder shall not be entitled to include all Registrable Securities in such Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Piggyback Offering. (d) No Holder may participate in a Piggyback Offering unless such Holder (i) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Corporation and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form and reasonably satisfactory to the Holders, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (B) such Holder’s power and authority to effect such transfer, and (C) thirdsuch matters pertaining to compliance with securities laws as may be reasonably requested; provided, other equity securities held further, however, that any obligation of each such Holder to indemnify the underwriters pursuant to any such underwriting arrangements shall (x) only be with respect to information it provides to the Corporation in writing for use in such underwritten offering, (y) be several, not joint and several, and (z) be limited to the net amount received by any other Personsuch Holder from the sale of its Registrable Securities pursuant to such registration.

Priority on Piggyback Offerings. (i) If a Piggyback Offering was initiated by the Corporation and if the lead or managing underwriter for an Underwritten Offering pursuant to this Section 3.2 shall underwriter(s) advise ITC Investments that in writing (a copy their good faith determination the inclusion of which ITC Investments shall provide to each Shareholder requesting to include the Registrable Securities therein) that, in such underwriter’s opinion, the number of securities requested proposed to be included in such Piggyback Offering would adversely affect cause an Adverse Effect, the Corporation shall include in such offering Piggyback Offering (in each case, to the extent inclusion would not have an Adverse Effect): (A) first, the Common Stock the Corporation proposes to sell; and (B) second, any Registrable Securities and sale (including pricing) of Common Stock requested to be included therein by the Trust and Other Stockholders, respectively, allocated pro rata among the Trust and such securities (such writing to state Other Stockholders on the basis of the amount of Registrable Securities or Common Stock held by the Trust and such opinion Other Stockholders (and eligible for inclusion in such offering under this Agreement or an agreement between such Other Stockholders and the approximate number Corporation) as of securities the date of the Piggyback Notice. If as a result of the provisions of this Section 2.02(b)(i), the Trust shall not be entitled to include all Registrable Securities in such Piggyback Offering that the Trust has requested to be so included, the Trust may withdraw its request to include its Registrable Securities in such Piggyback Offering prior to the commencement thereof. (ii) If a Piggyback Offering was initiated by any Other Stockholders and if the lead or managing underwriter(s) advise that in their good faith determination the inclusion of the Registrable Securities proposed to be included in such Piggyback Offering without such effect)would cause an Adverse Effect, ITC Investments the Corporation shall include in such Piggyback Offering (in each case, to the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority:extent inclusion would not have an Adverse Effect): (i) if the Piggyback Offering relates to an offering for ITC Investments’ own account, then (A) first, such number of equity securities any Registrable Securities and the Common Stock requested to be sold included therein by ITC Investments the Trust and Other Stockholders, respectively, allocated pro rata among the Trust and such Other Stockholders on the basis of the amount of Registrable Securities or Common Stock then held by the Trust and such Other Stockholders (and eligible for its own account inclusion in such offering under this Agreement or an agreement between such Other Stockholders and the Corporation); and (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis and only if all of the number of Registrable Securities securities referenced in clause (A) above have been included, any securities requested to be sold included therein by such Shareholders pursuant to the Corporation. If as a result of the provisions of this Section 3.22.02(b)(ii), and (C) third, other equity securities held by any other Person; or (ii) if the Trust shall not be entitled to include all Registrable Securities in such Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on that the basis of the number of Registrable Securities Trust has requested to be sold by so included, the Trust may withdraw its request to include its Registrable Securities in such Shareholders pursuant Piggyback Offering prior to this Section 3.2 and (C) third, other equity securities held by any other Personthe commencement thereof.

Priority on Piggyback Offerings. (i) If a Piggyback Offering was initiated by the Company, and if the managing underwriter for an Underwritten Offering pursuant advises that the aggregate number of shares proposed to this Section 3.2 shall advise ITC Investments in writing (a copy of which ITC Investments shall provide to each Shareholder requesting to include Registrable Securities therein) that, be included in such underwriter’s opinionPiggyback Offering would cause an Adverse Effect, the Company shall include in such Piggyback Offering (A) first, the securities the Company proposes to sell, (B) second, the Registrable Shares requested to be included in such Piggyback Offering, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (C) third, any other securities requested to be included in such Piggyback Offering. If as a result of the provisions of this Section 2.2(b)(i), any Holder shall not be entitled to include all Registrable Shares in such Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Shares in such Piggyback Offering. (ii) If a Piggyback Offering was initiated by the Company on behalf of a security holder of the Company (other than a Holder), and if the managing underwriter advises that the aggregate number of shares proposed to be included in such Piggyback Offering would cause an Adverse Effect, the Company shall include in such Piggyback Offering (A) first, the securities requested to be included therein by the Company requesting such Piggyback Offering on behalf of the security holders and the Registrable Shares requested to be included in such Piggyback Offering, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, (B) second, any securities proposed by the Company to be included in such Piggyback Offering and (C) third, any other securities requested to be included in such Piggyback Offering would adversely affect such offering and sale (including pricingsecurities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2(b)(ii) of such securities (such writing any Holder shall not be entitled to state the basis of such opinion and the approximate number of securities that may be included include all Registrable Shares in such Piggyback Offering without that such effect)Holder has requested to be so included, ITC Investments shall such Holder may withdraw such Holder’s request to include Registrable Shares in such Piggyback Offering the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority:Offering. (iiii) if the No Holder may participate in a Piggyback Offering relates to an offering for ITC Investments’ own account, then unless such Holder (A) first, agrees to sell such number of equity securities to be sold Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by ITC Investments for its own account the Company and (B) secondcompletes and executes all questionnaires, Registrable Securities powers of Shareholders pro rata among attorney, custody agreements, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such Shareholders on underwriting arrangements; provided, however, that the basis obligation of the number of Registrable Securities requested such Holder to be sold by such Shareholders indemnify or contribute pursuant to this Section 3.2any such underwriting arrangements shall (1) only be with respect to information it provides to the Company in writing specifically for use in such underwritten offering, (2) be several, not joint and several, and (C3) third, other equity securities held by any other Person; or (ii) if be limited to the Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number net amount of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested to be sold proceeds received by such Shareholders Holder from the sale of its Registrable Shares pursuant to this Section 3.2 and (C) third, other equity securities held by any other Personsuch registration.

Priority on Piggyback Offerings. (a) If a Piggyback Offering was initiated by the Corporation, and if the managing underwriter for advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Underwritten Adverse Effect, the Corporation shall include in such Piggyback Offering pursuant (i) first, the securities the Corporation proposes to this Section 3.2 shall advise ITC Investments in writing sell, (a copy of which ITC Investments shall provide to each Shareholder requesting to include ii) second, the Registrable Securities therein) that, requested to be included in such underwriter’s opinionPiggyback Offering, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such Piggyback Offering. If as a result of the provisions of this Section 2.2.2(a), any Holder shall not be entitled to include all Registrable Securities in such Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw its request to include its Registrable Securities in such Piggyback Offering. (b) If a Piggyback Offering was initiated by a security holder of the Corporation (other than a Holder), and if the managing underwriter advises that the inclusion of the securities proposed to be included in such Piggyback Offering would cause an Adverse Effect, the Corporation shall include in such Piggyback Offering (i) first, the securities requested to be included therein by the security holders requesting such Piggyback Offering and the Registrable Securities requested to be included in such Piggyback Offering, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such Piggyback Offering would adversely affect such 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 Piggyback Offering without such effect), ITC Investments shall include in such Piggyback Offering the number of securities that ITC Investments is so advised can be sold in such offering, in the following amounts and order of priority: (i) if the Piggyback Offering relates to an offering for ITC Investments’ own account, then (A) first, such number of equity securities to be sold by ITC Investments for its own account (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested to be sold by such Shareholders pursuant to this Section 3.2, and (C) third, other equity securities held by any other Person; or (ii) if the Piggyback Offering relates to an offering for holders other than for ITC Investments’ own account (“Other Holders”), then (A) first, such number of equity securities sought to be registered by each such Other Holder, (B) second, Registrable Securities of Shareholders pro rata among such Shareholders on the basis of the number of Registrable Securities requested to be sold by such Shareholders pursuant to this Section 3.2 and (C) third, other equity securities held by any other Person.sold