Common use of Priority on Piggyback Registration Clause in Contracts

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement by Holdings or any other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, that if securities are being offered for the account of other Persons as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Priority on Piggyback Registration. Holdings The Company shall use all reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 6.2(a) (such Registrable Securities referred to as “Piggyback Securities”) to be included on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement by Holdings or any other security holders similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend Company shall not be required to include any Piggyback Securities in such offering or (iiunless the Purchasers accept the terms of the underwriting agreement between the Company and the managing underwriter(s) and otherwise comply with the provisions of Section 6.8 below. If the managing underwriter(s) of a proposed underwritten offering advise(s) the size of the offering which such holders, Holdings and such other Persons intend to make, are such Company that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce their opinion the total amount of securities securities, including Piggyback Securities, to be included in such offering is sufficiently large to materially and adversely affect the amount recommended by such managing underwriter price or underwriters; PROVIDED, that if securities are being offered for success of the account of other Persons as well as Holdingsoffering, then with respect to in such event the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause allocated: (i) If the registration is undertaken for the Company’s account: (A) above first, the securities that the Company desires to sell that can be sold without exceeding the maximum number of shares suggested by the underwriters (subject the “Maximum Number of Shares”); (B) second, to the proviso in extent that the Maximum Number of Shares has not been reached under the foregoing clause (A)) or , the securities (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of including the Registrable Securities Securities) as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such person has actually requested to be included would have on in such offering, such registration) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities will pursuant to written contractual arrangements with such persons, (A) first, the securities for the account of the demanding persons that can be excluded from sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the securities (including the Registrable Securities) as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such offeringperson has actually requested to be included in such registration) that can be sold without exceeding the Maximum Number of Shares.

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause (a) If a Piggyback Registration is an underwritten offering and was initiated by Parent, and if the managing underwriter or underwriters advises Parent that the inclusion of a proposed Underwritten Offering Registrable Securities requested to permit be included in such Piggyback Registration would cause an Adverse Effect, Parent shall include such Registrable Securities in such Piggyback Registration in the following order of priority (i) first, the securities Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such Piggyback Registration, pro rata among the registration statement for Holders of such offering 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 on in such Piggyback Registration. If as a result of the same terms and conditions as provisions of this Section 2.2.2(a) any other Common Stock Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be offered pursuant so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such registration statement Piggyback Registration. (b) If a Piggyback Registration is an underwritten offering and was initiated by Holdings or any other a security holders included therein. Notwithstanding the foregoingholder of Parent, and if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons intend to make, are such advises Parent that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedincluded in such Piggyback Registration would cause an Adverse Effect, then (A) Parent shall include in such Piggyback Registration in the event that the size following order of the offering is the basis of such managing underwriter's opinionpriority (i) first, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in therein by the security holders requesting such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, that if securities are being offered for the account of other Persons as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; registration and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such offeringholder, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such registration (including securities to be sold for the account of Parent). 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 a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Piggyback Registration. (c) No Holder may participate in any registration in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by Parent and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, 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: (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be excluded in proportion to, and such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such offeringregistration.

Priority on Piggyback Registration. Holdings The Company shall use all reasonable its best ------------------------------------ efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering described in clause (a) above to permit the Registrable Securities requested to be included in the registration statement for such offering to be included Underwritten Offering on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement the securities being sold by Holdings the Company or any other security holders Person included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver delivers a written opinion to Holdings the Company that either because of (ix) the kind or combination of securities which the holders of Registrable SecuritiesRegistered Holders, Holdings the Company and any other Persons or entities intend to include in such offering or (iiy) the size of the offering which such holdersRegistered Holders, Holdings the Company and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders Registered Holders shall be reduced pro rata (according to the Registrable Securities securities proposed for registrationto be included in such offering by all Persons other than the Company) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriter; PROVIDED, provided that if securities are being offered for the account of other Persons as well as Holdingsthe Company, then with respect to the Registrable Securities intended to be offered by such holdersRegistered Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by such holders Registered Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (Bii) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x1) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause thereof) or, (A)) or (y2) if the actions described in clause (x1) would, in the judgment of the managing underwriter or underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringoffering altogether.

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement by similar class of equity securities of Holdings or any of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons persons or entities intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Aa) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, provided that if securities are being offered for the account of other Persons persons or entities as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons persons or entities is reduced; and (Bb) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Aa) above (subject to the proviso in clause (Aa)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause (a) If a Piggyback Registration is an underwritten offering and was initiated by Parent, and if the managing underwriter or underwriters advises Parent that the inclusion of a proposed Underwritten Offering Registrable Securities requested to permit be included in such Piggyback Registration would cause an Adverse Effect, Parent shall include such Registrable Securities in such Piggyback Registration in the following order of priority (i) first, the securities Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such Piggyback Registration, pro rata among the registration statement for Holders of such offering 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 on in such Piggyback Registration. If as a result of the same terms and conditions as provisions of this Section 2.2.2(a) any other Common Stock Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be offered pursuant so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such registration statement Piggyback Registration. (b) If a Piggyback Registration is an underwritten offering and was initiated by Holdings or any other a security holders included therein. Notwithstanding the foregoingholder of Parent, and if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons intend to make, are such advises Parent that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedincluded in such Piggyback Registration would cause an Adverse Effect, then (A) Parent shall include in such Piggyback Registration in the event that the size following order of the offering is the basis of such managing underwriter's opinionpriority (i) first, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in therein by the security holders requesting such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, that if securities are being offered for the account of other Persons as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; registration and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such offeringholder, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such Registrable Securities will on the basis of the number of Registrable Securities owned by each such Holder, and (iii) third, any other securities requested to be excluded from included in such offeringregistration (including securities to be sold for the account of Parent). 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 a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Piggyback Registration. (c) No Holder may participate in any registration in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by Parent and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, 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:

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause If a Piggyback Registration is an underwritten registration and the managing underwriter underwriters shall give written advice to the Company that, in the reasonable opinion of such managing underwriters, marketing factors require a limitation on the total number of securities to be underwritten (in this clause (c) called the "Underwriters' Maximum Number"), then, subject to the terms of certain registration rights granted by the Company prior to the date hereof, which terms are set forth on SCHEDULE 3(a)(ii) hereto: (i) the Company shall be entitled to include in such registration, to the extent of the Underwriters' Maximum Number, that number of securities which the Company proposes to offer and sell for its own account in such registration or underwriters of a proposed Underwritten Offering to permit the Registrable Securities which securityholders initiating such registration shall have requested to be included in such registration, as the registration statement for case may be, such offering securities to be included on allocated among the same terms Company and conditions as any other Common Stock to be offered pursuant to such registration statement by Holdings or any other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include securityholders in such offering or proportion as the Company and such securityholders may agree; (ii) if the size of Underwriters' Maximum Number exceeds the offering which such holders, Holdings and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount number of securities to be included in such offering to registration by the amount recommended Company and by securityholders initiating such managing underwriter or underwriters; PROVIDEDregistration, that if securities are being offered for as the account of other Persons as well as Holdingscase may be, then with respect the Company will be obligated and required to the include in such registration that number of Registrable Securities intended to be offered which shall have been requested by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities Investors to be included in such offering registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be reduced as described in clause (A) above (subject to allocated PRO RATA among such Investors on the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment basis of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion number of the Registrable Securities requested to be included would have on therein by each such offeringInvestor; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company proposes to offer and sell for its own account or for the account of the securityholders initiating such registration, such as the case may be, and the number of Registrable Securities will which the Investors shall have requested to include in such registration, then the Company may include in such registration that number of other securities which its other securityholders having rights to include such securities in a Piggyback Registration shall have requested be excluded from included in such offeringregistration, which shall not be greater than such excess, and the number of securities which such persons shall have requested to include in such registration shall be allocated among such persons making such requests as the Company and such persons may agree.