Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If the managing underwriter or underwriters, if any, advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (i) first, the shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, the Registrable Securities requested to be included in such registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based on the number of Registrable Securities that each such participant shall have requested to include therein.

Priority on Piggyback Registrations. If a Piggyback Registration relates to an underwritten offering and the managing underwriter or underwriters, if any, underwriters advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration Company in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in a Piggyback Registration exceeds the number which can be sold in such offering within a price range acceptable to the Company or the other Persons exercising demand registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offeringrights, the Company will include in such registration Piggyback Registration the number of securities, if any, securities which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold within such price range, which securities shall be allocated as follows: (iw) first, the shares securities proposed to be sold by other Persons exercising demand registration rights granted on or prior to the Company proposes date hereof, (x) second, so long as the Senior Indebtedness (as defined in the Memorandum) remains outstanding, up to sell, and any an aggregate of 250,000 shares of Common Stock held by the Bank Lenders, provided, that any person has the right such priority shall be effective for up to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreementonly two such Piggyback Registration opportunities, and (iiy) secondthird, the Registrable Securities held by the Holder and requested to be included in such registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities Registration, together with any other securities requested to be included in any such Piggyback Registration must be allocated among the Piggyback Registrantsby other holders, the allocation shall be made pro rata among them based on the number Holder and the other holders of Registrable Securities that (on the basis of the amount of Registrable Securities then owned by each such participant shall have holder) requested to include thereinbe included in such Piggyback Registration, and (z) fourth, the securities the Company proposes to sell.

Priority on Piggyback Registrations. If If, in connection with a Piggyback Registration, the managing underwriter or underwriters(or, if any, advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration in writing is not an underwritten registration, a nationally recognized independent investment bank selected by the Company) advises the Company that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed requested to be sold included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect an adverse effect on the success of such offeringper share offering price), the Company will include in such registration the or Prospectus only such number of securities, if any, which, securities that in the reasonable opinion of such underwriter or underwriters, or the Company, as the case may be, underwriters can be sold as follows: without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) If the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, the shares securities the Company proposes to sell (B) second, Registrable Securities that Shareholder has requested to be registered pursuant to Section 3.2(a), and (C) third, any other securities of the Company that have been requested to be so included; (ii) If the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, the securities of the Person or Persons who initiated the Piggyback Registration by seeking to have securities of the Company registered in such Piggyback Registration, (B) second, the securities the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (iiC) secondthird, the Registrable Securities requested by Shareholder to be included in such registration by registered pursuant to Section 3.2(a), and (D) fourth, any other securities of the Piggyback Registrants. To the extent Company that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based on the number of Registrable Securities that each such participant shall have been requested to include thereinbe so included.

Priority on Piggyback Registrations. If In the event that the Piggyback Registration includes an underwritten offering, the Company shall so advise the Shareholders as part of the written notice given pursuant to Section 5.01(a) and the registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter or underwriters, if any, advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration in writing that in its or their reasonable opinion or, in the case underwriters of a Piggyback Registration not being underwritten, advise the Company in writing (a copy of which shall reasonably determine (and notify be provided to the Piggyback Registrants of such determinationapplicable Shareholders) after consultation with an investment banker of nationally recognized standing, that in its opinion the number or kind of securities Registrable Securities proposed to be sold in such registration (including Registrable Securities to Piggyback Registration exceeds the number which can be included pursuant to subsection (a) above) will sold, and would materially adversely affect the success of price at which the Registrable Securities are to be sold, in such offering, the Company (or the Shareholders, as the case may be) will include in such registration only the number of securities, if any, Registrable Securities which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, underwriters can be sold as follows: in such offering without such material adverse effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned (i) first, either (x) in the case of a primary registration on behalf of the Company, to any shares of Common Stock that the Company proposes to sell, and any shares of Common Stock that any person has the right to sell or (y) in the offering case of a secondary registration on behalf of a Shareholder, pro rata among the Holders on the basis of the number of Registrable Securities requested to be registered pursuant to any agreement in effect on the date of this Agreement other than this Agreementsuch Demand Registration, and (ii) second, pro rata among the Registrable Securities requested Company Shareholder, RM and the HIP Co-Investors (and their respective Permitted Transferees), but only to be the extent of shares of Common Stock of the Company held by them as of the date hereof (as adjusted by the Adjustments), and (iii) third, pro rata among other shares included in such registration by Piggyback Registration, in each case according to the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based on the total number of Registrable Securities that each shares of the Common Stock requested for inclusion by said selling stockholders, or in such participant other proportions as shall have requested mutually be agreed to include thereinamong such selling stockholders.

Priority on Piggyback Registrations. If the managing underwriter or underwriters, if any, underwriters advise the holders Company in writing that, in their opinion, the number of Registrable Securities (such holders, "Piggyback Registrants") wishing and other equity securities of the Company requested to participate be included in the Piggyback Registration exceeds the largest number of Registrable Securities that can be sold without having a material adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Maximum Piggyback Offering Size”), the Company shall include in writing that such Registration, in its or their reasonable opinion orthe priority listed below, a number of Registrable Securities and other equity securities up to the Maximum Piggyback Offering Size: (a) in the case of a Piggyback Registration not being underwritten, Registrations of the Company shall reasonably determine type described in clause (and notify the Piggyback Registrants i) of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: Section 4.1, (i) first, all securities proposed to be registered by the shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and Company; and (ii) second, the Registrable Securities requested and any other securities proposed to be registered for the account of any other Persons, allocated pro rata among the respective holders on the basis of the number of securities initially proposed to be included by each such holder prior to giving effect to the cutback pursuant to this Section 4.2(a). (b) in the case of Piggyback Registrations of the type described in clause (ii) of Section 4.1, (i) first, all securities proposed to be registered for the account of the Founders and Carlyle Partners, allocated pro rata among the respective holders of securities participating in such registration Piggyback Registration on the basis of the number of equity securities (calculated on a converted to Company common equity basis) owned by such holders; and (ii) second, any securities proposed to be registered by the Piggyback Registrants. To Company or any securities proposed to be registered for the extent that account of any other Persons other than the privilege of Founders, Carlyle Partners, including Registrable Securities in any Piggyback Registration must be allocated among held by the Piggyback RegistrantsHolders, the allocation shall be made pro rata among them based the holders of such securities on the basis of the number of Registrable Securities that each shares which are owned by such participant shall have requested to include thereinholders.

Priority on Piggyback Registrations. If In the event that the Piggyback Registration includes an underwritten offering, the registration rights provided in Section 3.01(a) shall be subject to the condition that if the managing underwriter or underwriters, if any, advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration in writing that in its or their reasonable opinion or, in the case underwriters of a Piggyback Registration not being underwritten, advise the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that in its opinion the number or kind of securities Registrable Securities proposed to be sold in such registration (including Registrable Securities to Piggyback Registration exceeds the number that can be included pursuant to subsection (a) above) will sold without adversely affect affecting the marketability, proposed offering price, timing, distribution method or probability of success of such the offering, the Company Company, the Stockholders and other holders of Common Stock, as the case may be, will include in such registration only the number of securities, if any, Registrable Securities and other Common Stock which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold in such offering without such adverse effect. The Registrable Securities and other Common Stock so included in such Piggyback Registration (unless it is a Demand Registration) shall be apportioned as follows: (i) first, the shares the Company proposes to sell, and any shares of Common Stock that any person has the right Company proposes to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, pro rata among shares of the Registrable Securities included in such Piggyback Registration and other shares of Common Stock included in such Piggyback Registration (owned by holders of Common Stock other than the Stockholders), in each case according to the total number of shares of the Registrable Securities requested to be included in such registration for inclusion by the Piggyback RegistrantsHolder and the total number of shares of Common Stock requested for inclusion by holders of Common Stock other than the Stockholders. To Notwithstanding anything herein to the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrantscontrary, the allocation Stockholders’ rights under this Section 3.01 shall not be made pro rata among them based on subordinated to any registration rights, including any “piggyback” registration rights, of any other stockholder of the number of Registrable Securities that each such participant shall have requested to include thereinCompany.

Priority on Piggyback Registrations. If the managing underwriter or underwriters, if any, advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration selling Shareholders in writing that in its or their reasonable opinion or, (or in the case of a Piggyback Registration not being underwrittenunderwritten the demanding security holders, if any, or if there are no demanding security holders, the Company Company, shall reasonably determine (and notify the Piggyback Registrants selling Shareholders of such determination) after consultation with an investment banker of nationally recognized standing), that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (a) Section 2.1 above) will adversely affect is inconsistent with that which can be sold in such registration without having a material effect on the success of such offeringthe offering (including, without limitation, an impact on the selling price or the number of securities that any participant may sell), the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the demanding security holders, or the Company, as the case may be, can be sold as follows: (i) first, the shares securities the demanding security holders propose to sell, (ii) second, the securities the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (iiiii) secondthird, the Registrable Securities requested to be included in such registration by the Shareholders and any other holder of securities of the Company entitled to Piggyback RegistrantsRegistration rights. To the extent that the privilege of including Registrable Securities in any Piggyback Registration pursuant to clause (iii) above must be allocated among the selling Shareholders and any other holder of securities of the Company entitled to Piggyback RegistrantsRegistration rights, the allocation shall will be made pro rata among them based on the number of Registrable Securities that each such participant holder entitled to Piggyback Registration rights shall have requested to include therein.

Priority on Piggyback Registrations. If a Piggyback Registration is ----------------------------------- an underwritten registration and the managing underwriter or underwriters, if any, advise underwriter(s) for the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in offering advises the Piggyback Registration Corporation in writing that in its opinion the number of shares of Qualified Registrable Securities requested or their reasonable opinion or, proposed to be included in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that registration exceeds the number or kind that can be sold in the offering without materially affecting the offering price of the securities proposed to be sold included in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company Corporation will include in such registration registration, first, any Common Equity Securities proposed to be sold by the number Corporation ----- pursuant to the registration, and second, to the extent the Qualified Equity ------ Securities of securities, if any, whichthe Selling Shareholders and the Common Equity Securities of any other shareholders may be included in the Qualified Registration without materially affecting the offering price thereof, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (i) firstmanaging underwriter(s), the shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, the Qualified Registrable Securities requested by any Selling Shareholders to be included in such registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among pursuant to subsection 2.1 and any other securities of the Corporation held by persons other -------------- than Selling Shareholder having rights to participate in such Piggyback RegistrantsRegistration, the allocation shall be made pro rata among them based all such holders on the basis of the total number of shares of securities of the Corporation, including Qualified Registrable Securities that Securities, requested by each such participant shall have requested holder to include be included therein.

Priority on Piggyback Registrations. If the managing underwriter or underwritersunderwriters in any Piggyback Registration, if any, advise the holders of Registrable Securities (such holders, "selling Piggyback Registrants") wishing to participate in the Piggyback Registration Holders in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the selling Piggyback Registrants Holders of such determination) after consultation with ), based upon the advice of such managing underwriter or underwriters, or if there is none, based on the advice of an independent investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (aSection 2.2(a) above) will adversely affect is inconsistent with that which can be sold in such registration without having a material adverse effect on the success of such offeringthe offering (including, without limitation, an adverse impact on the selling price or the number of securities that any participant may sell), the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, based upon the advice of an independent investment banker of nationally recognized standing, as the case may be, can be sold as followssold, in the following order of priority: (i) first, the shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, for its own account and (ii) second, the Registrable Securities requested to be included in such registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrants, the allocation shall be made Holders (pro rata among them based on the number of Registrable Securities that each such participant Piggyback Holder shall have requested to include therein).

Priority on Piggyback Registrations. If With respect to any Piggyback Registration, if the Commission notifies the Company of a Rule 415 Maximum Number, or, if a Piggyback Registration is an underwritten Registration, and the managing underwriter or underwritersUnderwriter(s) shall give written advice to the Company of an Underwriters’ Maximum Number, if any, advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate then securities will be included in the Piggyback Registration in writing that in its or their reasonable opinion orthe following order of priority, in up to the case lesser of a Piggyback Registration not being underwritten, the Company shall reasonably determine (Rule 415 Maximum Number and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the CompanyUnderwriters’ Maximum Number, as the case may be, can be sold as followsapplicable: (i) first, the shares securities proposed to be included in such Piggyback Registration by the Company proposes to sellfor its own account, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, the Registrable Securities requested securities proposed to be included in such registration Piggyback Registration by Other Stockholders, allocated among such Other Stockholders in such manner as they may agree or the Company may determine, (iii) third, securities proposed to be included in such Piggyback Registration by holders of securities other than Participating Holders and Other Stockholders, or by the Piggyback Registrants. To Company on behalf of holders of securities other than Participating Holders and Other Stockholders, allocated among such holders in such manner as they may agree or the extent that the privilege of including Registrable Securities Company may determine, and (iv) fourth, securities proposed to be included in any such Piggyback Registration must be by Participating Holders, allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based all Participating Holders on the basis of the number of Registrable Securities that each owned by such participant shall have requested to include thereinParticipating Holders or in such manner as they may otherwise agree.

Priority on Piggyback Registrations. If For any Piggyback Registration that includes an underwritten Public Offering and the managing underwriter or underwriters, if any, underwriters advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration Company in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities requested to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, which can be sold as followswithout adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities requested to be included in such Piggyback Registration, timing or method of distribution of the offering, the Company shall include in such Piggyback Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, if the shares Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and thereby; (ii) second, the Registrable Securities requested to be included in such registration Piggyback Registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be remaining Holders allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based the remaining Holders on the basis of the number of Registrable Securities that beneficially owned by each such participant shall have Holder; and (iii) third, other securities requested to include thereinbe included in such Piggyback Registration, if any.

Priority on Piggyback Registrations. If Subject to any rights that have been granted to security holders of the Company prior to the date hereof (the "Prior Rights"). The Company shall cause the managing underwriter or underwritersunderwriters of a proposed underwritten offering to permit holders of Registrable Shares requested to be included in the registration for such offering to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, advise of the holders Company or any selling security holder included. Notwithstanding the foregoing, if the managing underwriters of Registrable Securities (such holdersunderwritten offering determines in good faith that the total number of securities that such Holders, "Piggyback Registrants") wishing the Company, and any other person having rights to participate in the Piggyback Registration in writing that in its or their reasonable opinion orsuch registration, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed propose to be sold include in such registration (including Registrable Securities offering is such as to be included pursuant to subsection (a) above) will materially and adversely affect the success of such offering, then, subject to the Prior Rights, (x) if such Piggyback Registration is a primary registration on behalf of the Company, the securities to be offered (i) for the account of all such other persons shall be reduced or limited pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters, and (y) if such Piggyback Registration is an underwritten secondary registration on behalf of the holders of securities of the Company, the Company will shall include in such registration registration: (A) first, up to the full number of securities, if any, which, securities of such persons exercising "demand" registration rights that in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold (allocated among such holders as follows: (i) first, the shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreementthey may so determine), and (iiB) second, the Registrable Securities requested to be number of securities included in such registration by pursuant to this Section 2.2 in excess of the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based on the number of Registrable Securities that each securities such participant shall have requested to include therein.persons exercising

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter or underwriters, if any, advise underwriter(s) for the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in offering advises the Piggyback Registration Corporation in writing that in its opinion the number of shares of Qualified Registrable Securities requested or their reasonable opinion or, proposed to be included in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that registration exceeds the number or kind that can be sold in the offering without materially affecting the offering price of the securities proposed to be sold included in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company Corporation will include in such registration registration, first, any Common Equity Securities proposed to be sold by the number Corporation pursuant to the registration, and second, to the extent the Qualified Equity Securities of securities, if any, whichthe Selling Shareholders and the Common Equity Securities of any other shareholders may be included in the Qualified Registration without materially affecting the offering price thereof, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (i) firstmanaging underwriter(s), the shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, the Qualified Registrable Securities requested by any Selling Shareholders to be included in such registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among pursuant to subsection 2.1 and any other securities of the Corporation held by persons other than Selling Shareholder having rights to participate in such Piggyback RegistrantsRegistration, the allocation shall be made pro rata among them based all such holders on the basis of the total number of shares of securities of the Corporation, including Qualified Registrable Securities that Securities, requested by each such participant shall have requested holder to include be included therein.

Priority on Piggyback Registrations. If For any Piggyback Registration that includes an underwritten Public Offering and the managing underwriter or underwriters, if any, underwriters advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration Company in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities requested to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, which can be sold as followswithout adversely affecting the 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 shall include in such Piggyback Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, if the shares Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and thereby; (ii) second, the Registrable Securities requested to be included in such registration Piggyback Registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be Holders allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based the Holders on the basis of the number of Registrable Securities that owned by each such participant shall have Holder; and (iii) third, other securities requested to include thereinbe included in such Piggyback Registration, if any.

Priority on Piggyback Registrations. If For any Piggyback Registration that includes an underwritten Public Offering and the managing underwriter or underwriters, if any, underwriters advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration Company in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities requested to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, which can be sold as followswithout adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities requested to be included in such Piggyback Registration, timing or method of distribution of the offering, the Company shall include in such Piggyback Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, if the shares Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and thereby; (ii) second, the Registrable Securities requested to be included in such registration Piggyback Registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be Holders allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based the Holders on the basis of the number of Registrable Securities that beneficially owned by each such participant shall have Holder; and (iii) third, other securities requested to include thereinbe included in such Piggyback Registration, if any.

Priority on Piggyback Registrations. If For any Piggyback Registration that includes an underwritten Public Offering and the managing underwriter or underwriters, if any, underwriters advise the holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration Company in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities requested to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, which can be sold as followswithout adversely affecting the 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 shall include in such Demand Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, if the shares Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and thereby; (ii) second, the Registrable Securities requested to be included in such registration by the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be by Holders owning at least 10% of the outstanding shares of such securities, allocated among the Piggyback Registrants, the allocation shall be made pro rata among them based such Holders on the basis of the number of Registrable Securities that owned by each such participant shall have Holder; (iii) third, the Registrable Securities requested to include thereinbe included in such Piggyback Registration by all other Holders owning less than 10% of the outstanding shares of such securities allocated pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder; and (iv) fourth, other securities requested to be included in such Piggyback Registration, if any.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwritersunderwriters of such Underwritten Offering, if anyselected by the Holders pursuant to Section 8, to which such Piggy-Back Registration relates advise the holders Participating Piggy-Back Holders in writing that the total amount of Registrable Securities (that such holders, "Piggyback Registrants") wishing Participating Piggy-Back Holders intend to participate include in the Piggyback Piggy-Back Registration in writing that addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in its or their reasonable opinion or, in such Underwritten Offering without having a material adverse affect on the case success of a Piggyback Registration not being underwrittensuch Underwritten Offering, the Company shall reasonably determine (and notify the Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: Piggy-Back Registration (i) first, 100% of the shares Ordinary Shares or other securities that would be convertible into, or exchangeable or exercisable for, Ordinary Shares the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration by which, with the Piggyback Registrants. To advice of such managing underwriter or underwriters, can be sold without having the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrantsadverse effect referred to above, the allocation shall be made pro rata among them based on the number of Registrable Securities that each such participant shall which the Participating Piggy-Back Holders have requested to include thereinbe included in such registration.