Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell; (b) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other Persons; and (d) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a For any Piggyback Registration is that includes an underwritten registration on behalf of the Company, Public Offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such registration Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in such Piggyback Registration, timing or method of distribution of the offering, the Company will shall include in such registration: Demand Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (ai) first, if the Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company proposes to sell; thereby; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration Piggyback Registration by the Holders and any securities requested to be included in such registration by any other Person, allocated pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares Registrable Securities owned by each of such Holders Holder; and other Persons; and (diii) thereafterthird, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersPiggyback Registration, if any.

Priority on Piggyback Registrations. If a Piggyback Registration is The Company shall permit the Holders to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company or any other persons included therein. Notwithstanding the foregoing, if the registration statement involves an underwritten registration on behalf of the Company, offering and the managing underwriter or underwriters advise advises the Company in writing that in their opinion its view marketing factors require a limitation on the number of securities requested shares to be underwritten, then there shall be included in such registration exceeds underwritten offering the number which or dollar amount of securities of the Company that in the opinion of the managing underwriter or underwriters can be sold in such offering without adversely affecting the marketability of the such offering, the Company will include in and such registration: (a) first, the securities the Company proposes to sell; (b) second, any securities having the right to be included in such registration prior to the number of securities of the Holders; Company shall be allocated for inclusion as follows: (c1) third, first all securities of the Company being sold by the Company for its own account or by any Person (other than a Holder) exercising a contractual right to demand registration; (2) second all Registrable Securities requested to be included in such registration by the Holders of securities of the Company and any holder of securities requested to be included in such registration of the Company being sold by any Person (other Personthan a Holder) exercising similar piggyback registration rights, pro rata among the Holders of such Registrable Securities and such other Personsrata, based on the basis of the number of shares beneficially owned by each such Holder and any such Person and (3) third, among any other holders of such Holders and other Persons; and (d) thereafter, other securities requested to be included in of the Company requesting such registration. The Holders , pro rata, based on the number of any Registrable Securities included in securities beneficially owned by each such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersholder.

Priority on Piggyback Registrations. If the Company (in the case of a Piggyback Registration is ------------------------------------ registered offering not involving an underwritten registration on behalf of the Company, and underwriting) or the managing underwriter or underwriters advise (in the Company in writing case of a registered underwritten offering) shall reasonably determine that in their opinion the number or kind of securities requested to be included in such registration a Piggyback Registration exceeds the number which can be sold in such offering without adversely affecting the Company or the marketability or success of the offering, the Company will shall include in such registration: registration (ay) first, the securities requested to be included therein by the holder or holders initially requesting such registration (in the case of a registration undertaken by the Company proposes to sell; at the demand of one or more holders of Common Stock), and (bz) second, to the extent not included in the immediately preceding clause (y), the GTCR Registrable Securities, Executive Registrable Securities, Investor Registrable Securities, AWDL Registrable Securities and any other securities having of the right Company requested to be included in such registration prior to registration, in each instance, which in the securities opinion of the Holders; (c) thirdCompany or such underwriters, as the Registrable Securities case may be, can be sold without adversely affecting the Company or the marketability or success of the offering, pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration by the Holders and any securities requested to be included in each such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other Persons; and (d) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersholder.

Priority on Piggyback Registrations. (a) If a Piggyback Registration (that is not related to a Demand Registration made by the Lxxxxx Holders, the Vestar Holders or the Shinsei Holders) involves an underwritten registration on behalf of Underwritten Offering and the managing underwriter advises the Company, and the managing underwriters advise the Company that, in writing that in their opinion its view, the number of securities requested Registrable Securities that any eligible Holders intend to be included include in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringMaximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (ai) first, the securities so much of the Company proposes securities proposed to sell;be registered for the account of the Company (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the all Registrable Securities requested to be included registered in such registration the Piggyback Registration by the Shinsei Holders, the Lxxxxx Holders and any securities requested to be included in such registration by any other Personthe Vestar Holders, pro rata among the Holders of such Registrable Securities and such other Personsrata, based on the basis of the number of shares owned by each of Registrable Securities available for sale (after giving effect to any transfer restrictions relating to such Holders and other PersonsRegistrable Securities); and (diii) thereafterthird, other securities requested all Registrable Securities proposed to be included in such registration. The Holders registered for the account of any other Holders, ratably among such Holders based on the respective amounts of Registrable Securities included in held by such a registration must execute an underwriting agreement in form and substance satisfactory to Holders as determined by the managing underwritersCompany.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of offering and was initiated by the Company, and if the managing underwriters advise underwriter advises the Company in writing that in their opinion the number inclusion of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringRegistration Statement would cause an Adverse Effect, the Company will shall include in such registration: registration statement (ai) first, the securities the Company proposes to sell; , (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Personregistration, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares Registrable Securities owned by each of such Holders Holder, and other Persons; and (diii) thereafterthird, any other securities requested to be included in such registration, provided that if such other securities have been requested to be included pursuant to a registration rights agreement, then such securities would be included as set forth in (ii) above. The Holders 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 included 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 a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersstatement.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned requested to be included in such registration by each of such Holders and such other Persons; and (diii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities included in such a registration must an underwritten offering will execute an underwriting agreement in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell; (b) second, any securities having the right to be included in such registration prior to the securities of WRAIR held by the HoldersVoting Trustee; (c) third, the Registrable Securities requested to be included in such registration by the Holders Voting Trustee on behalf of WRAIR and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities Voting Trustee and such other Persons, on the basis of the number of shares owned held by each of such Holders the Voting Trustee and other Persons; and (d) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson having equal priority to registration with the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (diii) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration an underwritten offering must execute an underwriting agreement agreement, in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise investment bank advises the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sellsell for its own account; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson pursuant to a demand or piggyback registration request, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned securities requested to be included in such registration by each of such Holders and such other Persons; and (diii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in such a registration must execute an underwritten offering shall enter into an underwriting agreement (which shall be in form customary form, may include agreements as to indemnification and substance satisfactory to the managing underwriterscontribution).

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the CompanyCompany or any other Person, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration: registration (aw) first, the securities the Company proposes to sell; , (bx) second, any securities having all Common Stock hereafter issued to Persons (other than Holdings or its Affiliates) who exercise demand registration rights pursuant to agreements binding upon the right to be included in such registration prior to the securities of the Holders; Company, (cy) third, the Registrable Securities Stockholder Shares held by all Stockholders requested to be included in such registration by the Holders and any securities Warrant Shares requested to be included in such registration by any other Personregistration, pro rata among the Holders holders of such Registrable Securities and such other Persons, shares on the basis of the number of shares owned by each of such Holders holder, and other Persons; and (dz) thereafterfourth, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (ciii) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson having equal priority to registration with the Holders, pro rata PRO RATA among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (div) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration an underwritten offering must execute an underwriting agreement agreement, in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration ----------------------------------- is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, other than Persons having a lower priority of registration than the Holders, pro rata among --- ---- the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned securities requested to be included in such registration by each of such Holders and such other Persons; and (diii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities included in such a registration must an underwritten offering will execute an underwriting agreement in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned securities requested to be included in such registration by each of such Holders and such other Persons; and (diii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities included in such a registration must an underwritten offering shall execute an underwriting agreement in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the Company, Corporation and the managing underwriters advise the Company Corporation that, in their opinion, the inclusion of shares of Common Stock held by one or more Xxxxxx Family Holders creates a substantial risk of adversely affecting the offering, the Corporation shall not be obligated to include in any such offering any Registrable Shares held by any such Xxxxxx Family Holder. If a Piggyback Registration is an underwritten registration on behalf of the Corporation and the managing underwriters advise the Corporation in writing that that, in their opinion opinion, the number of securities requested to be included in such the registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringOffering, the Company Corporation will include in such registration: registration (ai) first, the securities that the Company Corporation proposes to sell; , and (bii) second, any securities having the right Registrable Shares requested to be included in such registration prior to registration, pro rata among the securities holders of such Registrable Shares on the basis of the Holders; (c) third, the number of Registrable Securities Shares requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other Persons; and (d) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersholders.

Priority on Piggyback Registrations. If a Piggyback Registration ----------------------------------- is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration: registration (ai) first, the securities the Company proposes to sell; , and (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the ----- ------ Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, holders thereof on the basis of the number of shares of Registrable Securities owned by each of such Holders holder, and other Persons; and (diii) thereafterthird, other securities ----- requested to be included in such registration pro rata among the holders of such securities and any other securities held by others requested to be included in such registration. The Holders , pro rata among the holders thereof on the basis of any Registrable Securities the number of shares requested to be included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersregistration.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell; (b) second, any securities having the right to be included in such registration prior to the securities of the HoldersHolders by reason of any written agreement; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other Persons; and (d) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonHolders, pro rata among the Holders of such Registrable Securities and such other PersonsSecurities, on the basis of the number of shares owned requested to be included in such registration by each of such Holders and other PersonsHolders; and (diii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities included in such a registration must an underwritten offering will execute an underwriting agreement and power of attorney and custody agreement, each in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration ----------------------------------- is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson having equal priority to registration with the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (diii) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration an underwritten offering must execute an underwriting agreement and customary accompanying documents and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (ciii) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (div) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback ----------------------------------- Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (ciii) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (div) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is in the form of an underwritten registration on behalf of offering and was initiated by the Company, and if the managing underwriters advise Underwriter advises the Company in writing that in their opinion the number inclusion of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringRegistration Statement would cause an Adverse Effect, the Company will shall include in such registration: registration statement (ai) first, the securities the Company proposes to sell; , (bii) second, any securities having the right to be included in such registration prior to the securities 100% of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Personregistration, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares Registrable Securities owned by each such Holder, and (iii) third, only if all of the securities referred to in clause (ii) have been included in such Holders and other Persons; and (d) thereafterregistration, any other securities requested to be included in such registrationregistration on a pro rata basis among the holders of such securities. The Holders If as a result of the provisions of this Section 2.02(b)(i) any Holder shall not be entitled to include all Registrable Securities included 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 a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersstatement.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the CompanyCommon Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and subject to the rights of such other PersonsPersons under agreements existing as of the date hereof; and (diii) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (ciii) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson having equal priority to registration with the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (div) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration an underwritten offering must execute an underwriting agreement agreement, in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration on behalf of the Companyregistration, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of market or the offeringprice for the Common Shares to be registered by the Company, the Company will include in such registration: (a) firstregistration the number of securities that in the opinion of such managing underwriters can be sold without adversely affecting the market or the price for such Common Shares. In such event, the securities Registration Statement will include the Company proposes to sell; (b) second, any securities having the right Other Securities requested to be included in therein by the holders requesting such registration prior to the securities of the Holders; (c) thirdregistration, the Registrable Securities requested to be included in such registration registration, and the securities proposed to be sold by the Holders and any securities requested to be included in such registration by any other PersonCompany, pro rata among each holder of securities requesting such registration and the Holders of such Registrable Securities and such other Persons, Company on the basis of the number of shares owned requested for inclusion in such registration by each of such Holders holder and other Persons; and (d) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration must execute an underwriting agreement in form and substance satisfactory to the managing underwritersCompany.

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having held by holders other than the right to be included in such registration prior to the securities Holders of the HoldersRegistrable Securities; (ciii) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned securities requested to be included in such registration by each of such Holders and such other Persons; and (div) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities included in such a registration must an underwritten offering will execute an underwriting agreement in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. If a Piggyback Registration ----------------------------------- is to be an underwritten registration on behalf of the Companyoffering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (ai) first, the securities the Company proposes to sell; (bii) second, any securities having the right to be included in such registration prior to the securities of the Holders; (c) third, the Registrable Securities requested to be included in such registration by the Holders and any securities requested to be included in such registration by any other PersonPerson having equal priority to registration with the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders and other PersonsHolders; and (diii) thereafter, other securities requested to be included in such registration. The Holders of any Registrable Securities included in such a registration an underwritten offering must execute an underwriting agreement and customary accompanying documents in form and substance satisfactory to the managing underwriters.