Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned requested to be included by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such registrationtherein by the Holders, pro rata among the holders Holders of such Registrable Securities Shares on the basis of the number of shares owned requested to be registered by each such holderHolders, and (iii) third, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary 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 within a price range reasonably acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, to the extent of availability and, (ii) second, all other securities (including the Registrable Securities Securities) requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares or units owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and Conversion Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities and Conversion Shares on the basis of the number amount of shares Registrable Securities and Conversions Shares respectively owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, holder and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration and other securities requested in such registration pursuant to contractual obligations with the Company, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 the registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such the registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such the registration, pro rata among the holders of such the Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, and (iii) third, any other securities requested to be included in such the registration.

Priority on Primary 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 in an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned requested to be included therein by each such holder, and (iii) third, other securities the Other Securities requested to be included in such registration.

Priority on Primary 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 shall will include in such registration (ix) first, the securities the Company proposes to sell, and (iiy) second, the Registrable Securities Shares requested to be included in such registration, pro rata among the Executive and other holders of such Registrable Securities registrable securities on the basis of the number voting power of shares owned by Executive and each such other holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Eligible Securities requested to be included in such registration, pro rata among the holders of such Registrable Eligible Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 therein without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, holder and (iiic) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation 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 Corporation shall include in such registration (i) first, the securities the Company Corporation proposes to sell, (ii) second, the Registrable Securities Stockholder Shares of the Investor and Bared requested to be included in such registration, registration (on a pro rata among basis), together with any securities underlying any warrants issued to the holders of such Registrable Securities on the basis lenders or underwriters of the number of shares owned by each such holderCorporation on a pro rata basis, and (iii) third, other securities requested by other persons to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 of securities which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned requested to be included therein by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Investors on the basis of the number of shares Registrable Securities owned by each such holder, Investor and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 materially and adversely affecting the marketability of the such offering, the Company shall include in such registration (i) first, the securities all Priority Securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Registrable Securities on the basis of the number of shares owned such securities requested to be registered by each such holderHolders, and (iii) third, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities requested to be regis tered by such holders.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the any 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 shares Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration, pro rata among the holders of other securities on the basis of the number of other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in their its 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 such offering, the Company shall will include in such registration registration: (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such Registrable Securities on the basis of the number of shares owned by each such holderHolders, and (iiic) third, other securities requested to be included in such registration.

Priority on Primary 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 that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company shall include in such registration (i) will allocate the securities to be included as follows: first, the securities the Company proposes to sell, (ii) sell on its own behalf; and second, the Registrable Securities requested to be included in such registrationregistration by the Selling Stockholders, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned respective Registrable Securities requested for sale by each such holderthem, and (iii) third, other securities requested registered to be included in such registrationregistration by other stockholders of the Company.

Priority on Primary 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 reasonable 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares Registrable Securities owned by each such holderholder at such time, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 therein without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities respective Holders thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, Holder and (iiic) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationtherein by the Holders thereof, pro rata among the holders Holders of such Registrable Securities on the basis of the number of shares owned requested to be registered by each such holderHolders, and (iii) third, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary 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 within a price range reasonably acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, all other securities (including the Registrable Securities Securities) requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPartnership, and the managing underwriters advise the Company Partnership 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 shall Partnership will include in such registration (i) first, the securities the Company Partnership proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned requested to be included by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 materially and adversely affecting the marketability of the such offering, the Company shall include in such registration (i) first, the securities all Priority Securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Registrable Securities on the basis of the number of shares owned such securities requested to be registered by each such holderHolders, and (iii) third, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities requested to be registered by such holders.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company Corporation 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 shall Corporation will include in such registration (i) first, the securities that the Company Corporation proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata -------- among the holders of such Registrable Securities Shares on the basis of the number of shares which are owned by each such holderholders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 within a price range reasonably acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, all other securities (including the Registrable Securities Securities) requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering 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 offering exceeds the largest number of securities which can be sold in such offering therein without adversely affecting the marketability of the offeringoffering and within a price range reasonably acceptable to the Company, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, holder and (iiic) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company shall include in such registration (i) registration, first, the securities the Company proposes to sell, (ii) sell and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and all other selling shareholders participating in such offering, on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata rata, among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, Holder and (iii) third, any other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion 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 shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, unless in like manner the Registrable Securities managing underwriters advise that the inclusion of any Shares might adversely affect the marketability of the offering, the Shares requested to be included in such registration by the Shareholders requesting such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationShareholders.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such Registrable Securities on the basis of the number of shares owned by each such holderParent, and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of outstanding shares owned by each such holder (determined, if appropriate, on an as if converted basis).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in their its 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 such offering, the Company shall will include in such registration registration: (ia) first, the securities the Company proposes to sell, (iib) 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 shares owned registration by each such holderXxxxx, and (iiic) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, registration (pro rata among the holders of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such holder), and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (iA) first, the securities the Company proposes to sell, (iiB) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of basisof the number of shares owned by each such holder, and (iiiC) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the any Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares Investor Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing that in their its 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 such offering, the Company shall will include in such registration registration: (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata (based on the number of shares requested to be registered) among the holders of such Registrable Securities on the basis of the number of shares owned by each such holderSecurities, and (iiic) third, the other securities requested to be included in the such registrationregistration in the manner determined by the Company and such shareholders.

Priority on Primary 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 at a price range which is acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and the shares of Common Stock issuable upon exchange of the Exchangable Notes (the "Exchangeable Notes Shares") requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, registration and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and the Existing Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and such Existing Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, all other securities (including the Registrable Securities Securities) requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party requesting registration of Investor Registerable Securities) 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration registration: (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter advises the Company in writing that that, in their opinion its opinion, the total number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested by the Holders thereof to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holderHolders, and (iii) third, any other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro pro-rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyHolding, and the managing underwriters advise the Company Holding 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 shall Holding will include in such registration (i) first, the securities the Company Holding proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration and other securities having piggyback rights with respect to such registration which request to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of such securities owned by each such holderholders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company and the representative of the Company, and the managing underwriters advise advises the Company in writing that in their its opinion marketing factors require a limitation of 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 offeringregistration, the Company shall include in such registration (i) first, the securities proposed to be sold by the Company proposes to sell, Company; (ii) second, the Registrable Securities requested to be included in such registrationregistration by the Holders, pro rata among the holders of such Registrable Securities Holders on the basis of the number of shares owned of Registrable Securities requested to be included by each such holder, Holder; and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 all or a number of the securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder,, and (iii) third, other securities requested and permitted to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, Registrable Securities requested to be included therein and (iii) third, any other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering therein without adversely affecting the marketability of the offering, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the such holders of such Registrable Securities on the basis of the number of shares owned Registrable Securities held by each such holder, holder and (iii) third, the other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities held by each such holder.

Priority on Primary Registrations. If Subject to the terms and conditions of Section 3, 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is includes an underwritten primary registration on behalf of the Company, such Company and the managing underwriters advise underwriter(s) for such offering determines in good faith and advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability distribution of such securities by the offeringCompany, the Company shall will include in such registration (ia) first, the such number of securities that the Company proposes to sell, (ii) second, sell such that 40% of the Registrable Securities requested to be included in such registrationregistration are included in the registration and (b) second, pro rata among securities of the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such requesting registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of Corporation, then the offering, the Company Corporation shall include in such registration (i) first, the securities the Company Corporation proposes to sell, (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 shares Registrable Securities owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company the proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, according to their respective ownership and (iii) third, other securities requested to be included selected by the Company in such registrationaccordance with then existing agreements.

Priority on Primary 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 shall include in such registration registration: (i) first, the securities the Company proposes to sell, ; (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 shares owned requested to be registered by each such holder, ; and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters advise the Company in writing that in their opinion marketing factors require a limitation of 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 offeringregistration, the Company shall include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Holders on the basis of the number of shares owned of Registrable Securities requested to be included by each such holderHolder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such the registration and any other securities requested to be included in the registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata PRO RATA among the holders of such Registrable Securities on the basis of the number of shares owned Registrable Securities held by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holderholders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyDG, and the managing underwriters advise the Company DG in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability of the offeringwithin a price range acceptable to DG, the Company then DG shall include in such registration (i) first, the securities the Company DG proposes to sell, (ii) second, the Registrable Securities registrable securities requested to be included in such registrationregistration statement, pro rata among the all holders of such Registrable Securities demand registration rights on the basis of the number of shares owned sought to be registered by each such holder, holder and (iii) third, the other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters advise the Company in writing that in their opinion marketing factors require a limitation of 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 offeringregistration, the Company shall include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Holders on the basis of the number of shares owned of Registrable Securities requested to be included by each such holderHolder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares Registrable Securities owned by each holder of Registrable Securities participating in such holderoffering, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Securities requested to be included in such registrationregistration and other securities of the Company possessing registration rights, pro rata among the holders Holders of such Registrable Securities and such other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationHolder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering 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 offering exceeds the largest number of securities which can be sold in such offering therein without adversely affecting the marketability of the offeringoffering and within a price range reasonably acceptable to the Company, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata prorata among the respective holders of such Registrable Securities thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, holder and (iiic) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Securities requested to be included in such Registration and any other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities requesting such registration and the holders of such other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company and the representative of the Company, and the managing underwriters advise advises the Company in writing that in their its opinion marketing factors require a limitation of 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 offeringregistration, the Company shall include in such registration (i) first, the securities proposed to be sold by the Company proposes to sell, Company; (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Holders on the basis of the number of shares owned of Registrable Securities requested to be included by each such holder, Holder; and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, holder and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is includes an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) for the offering being registered by the Company shall determine in writing good faith that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability distribution of such securities by the offeringCompany, the Company shall will include in such registration (iA) first, the securities that the Company proposes to sell, sell and (iiB) second, the Registrable Securities Warrant Shares requested to be included in such registration, apportioned pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, Warrantholders and (iiiC) third, securities of any other securities requested to be included in such Company securityholders requesting registration.

Priority on Primary 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 offering exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within the marketability of price range acceptable to the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities thereof on the basis of the number of shares Registrable Securities owned by each such holder, holder and (iii) third, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Primary 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, and (iii) third, other securities of the Company possessing registration rights, pro rata among the holders of such Registrable Securities other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such requesting holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities Substantial Stockholders on the basis of the number of shares Shares owned by each such holder, Substantial Stockholder and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included therein by the holders of 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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter advises the Company in writing that in their its 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 shall will include in such registration (i) first, the securities the Company proposes to sellregister for sale, (ii) second, the Registrable Securities securities requested to be included in such registrationregistration which are either Registrable Securities of securities having pari passu piggyback registration rights, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned by each such holderholders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company in writing Corporation that in their opinion the inclusion of the number of securities requested to be included in such registration exceeds creates a substantial risk that the price per share of Common Stock will be reduced in such offering, the Corporation will include in such registration the number of shares requested to be included which in the opinion of such underwriters can be sold in such offering without adversely affecting creating such a risk, in the marketability of the offering, the Company shall include in such registration following priority: (i) first, the securities the Company Corporation proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata allocated among the holders of such Registrable Securities on the basis of the number of shares owned participating Holders as designated by each such holderVesta, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration pursuant to Section 2(a) above, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration basis held by any holder exercising piggyback registration rights (other than holders of Registrable Securities Shares) and (iii) third, the Registrable Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationregistration by such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters in their reasonable judgment 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such the Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration and other securities the Company is obligated to include in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company, 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 an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Holders based on the basis of the number of shares owned Registrable Securities requested by each such holderHolder to be so included, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration pursuant to the Kapoor Agreement, (iii) third, Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iiiiv) thirdfourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata rate among the respective holders of such Registrable Securities thereof on the basis of the number of shares Registrable Securities owned by each such holderholders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyAllegiance, and the managing underwriters advise the Company Allegiance 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 an orderly manner in such offering without adversely affecting the marketability of the offeringwithin a price range acceptable to Allegiance, the Company Allegiance shall include in such registration registration: (i) first, the securities the Company Allegiance proposes to sell, , (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 shares of Registrable Securities owned by each such holder, and and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned requested to be registered by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyParent Corporation, and the managing underwriters advise the Company in writing Parent Corporation that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringParent Corporation, the Company shall Parent Corporation will include in such registration (ia) first, the securities the Company Parent Corporation proposes to sell, (iib) 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 shares owned by each such holder, and (iiic) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyManager or a successor, and the managing underwriters advise the Company Manager 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 Manager shall exclude from such registrations such excess amount of Registrable Securities, and shall include in such registration (i) first, the securities the Company Manager proposes to sell, (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 shares Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the any Investor Registrable Securities and Other Registrable Securities requested to be included in such registration, pro rata among allocated fifty percent (50%) to the holders of such Investor Registrable Securities on and fifty percent (50%) to the basis holders of the number of shares owned by each such holderOther Registrable Securities, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and Other Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (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 shares owned requested by each such holderholder to be included in such offering, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter 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 therein without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, MAC Trusts and (iiic) third, other securities requested to be included in such registration, pro rata among the respective holders thereof on the basis of the amount of shares requested to be sold by each such holder.