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 an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to include in such registration, (i) first, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein 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 an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to include in such registration, the registration (iA) first, the number of Registrable Securities requested securities the Company proposes to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringsell, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (iiB) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof Preferred Registrable Securities requested to be included in such registration, pro rata among the respective Holders thereof holders of such Preferred Registrable Securities on the basis of the amount number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included therein by each in such Holderregistration.

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 within a price range reasonably acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, registration (i) first, the number securities the Company proposes to sell, to the extent of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringavailability and, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, all other securities with respect to which (including the Company has granted registration rights in accordance with Section 2.1(gRegistrable Securities) hereof requested to be included in such registration, pro rata among the respective Holders holders thereof on the basis of the amount number of securities owned by each such holder. In the event the underwriters of such securities requested primary registration exercise one or more over-allotment options with respect thereto, the shares to be included therein by in such over-allotment option(s) will be allocated pro rata among the Company and the holders of securities described in item (ii) of this Section 3.2(b) on the basis of the number of securities of each such Holderparty registered in underlying registration to which the over-allotment option relates.

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 within a price range acceptable to the Company, then the Company shall include, after including all of the primary securities the Company desires to include in such registration, registration (i) first, the number of Registrable Securities requested securities the Company proposes to be included which sell that, in the opinion of such underwriters underwriters, can be sold in an orderly manner within such price range, (ii) second, the price range Registrable Securities requested to be included in such registration, if any, that, in the opinion of such offeringunderwriters, can be sold in an orderly manner within such price range, pro rata among the respective Holders holders thereof on the basis of the number of Registrable Securities requested to be included therein owned by each such Holderholder, and (iiiii) secondthird, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(grequested (and permitted) hereof requested to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective Holders thereof holders of such securities on the basis of the amount number of such securities requested to be included therein owned by each such Holderholder.

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 total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companyoffering or the offering price, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, : (i) first, all securities the Company proposes to sell, (ii) second, up to the full number or dollar amount of Registrable Securities requested to be included which in such registration in excess of the number or dollar amount of securities the Company proposes to sell which, in the opinion of such underwriters underwriters, can be sold in an orderly manner within without adversely affecting the offering or the offering price range of such offering, (allocated pro rata among the respective Holders thereof holders of such Registrable Securities on the basis of the dollar amount or number of Registrable Securities requested to be included therein by each such Holder, holder) and (iiiii) secondthird, such other securities with respect to which (provided such securities are of the Company has granted registration rights in accordance with Section 2.1(gsame class as the securities being sold by the Company) hereof as are requested to be included in such registrationregistration equal to the balance, pro rata if any, allocated among the respective Holders thereof on the basis of the amount holders of such securities requested to be included therein by each in such Holderproportions as the Company and such holders may 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 an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to include in such registration, (i) first, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder. Notwithstanding the foregoing, and (ii) second, other securities with respect to which in no event shall the Company has granted registration rights be required to include any Registrable Securities in accordance with Section 2.1(g) hereof requested to any Primary Registration Statement if the Company’s board of directors, in its sole and absolute discretion for any reason or no reason, determines that the inclusion of any Registrable Securities in any such Primary Registration Statement would not be included in such registration, pro rata among the respective Holders thereof on the basis best interests of the amount of such securities requested to be included therein by each such HolderCompany.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of offering by 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 such offering and/or that the number of Registrable Shares proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include, after including all of the primary securities the Company desires to include in such registration, registration (i) first, the number of securities the Company proposes to register and the Registrable Securities Shares requested to be included which in therein by the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringHolders, pro rata among between the respective Company and the Holders thereof on the basis of the number of shares proposed to be registered by the Company and the number of Registrable Securities Shares requested to be included therein by each such Holderthe Holders, and (ii) second, any other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, registration pro rata among the respective Holders thereof holders of such securities on the basis of the amount number of such securities requested to be included therein by each such Holderholders or as such holders may otherwise agree.

Priority on Primary Registrations. If a If, in connection with any proposed Piggyback Registration is in connection with an underwritten primary registration on behalf of the Company, and the managing underwriters advise Underwritten Offering initiated by the Company in writing (other than pursuant to Section 2.1), the Managing Underwriters notify the Company that in their opinion the number of shares of securities requested to be included in such registration offering exceeds the number which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, offering (i) first, the securities the Company proposes to sell and (ii) second, the greatest number of the Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringpursuant to this Agreement, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof shares requested to be included in such registrationregistration by each such Holder, pro rata among in each case up to the respective Holders thereof on greatest number of shares of Common Stock which, in the basis opinion of the amount Managing Underwriters, can be sold in an orderly manner in the price range of such securities offering; provided, however, that American Mobile shall not be entitled to participate in any such Piggyback Registration until all shares of Registrable Securities held by other Holders which have been requested to be included therein by each in such HolderPiggyback Registration have been so included.

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 within a price range acceptable to without adversely affecting the CompanyCompany or the marketability of the offering, the Company shall include, after including all of the primary securities the Company desires subject to include Section 2(e), in such registration, registration (i) first, the number of Registrable Securities requested securities the Company proposes to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringsell, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof Registrable Securities requested to be included in such registration, pro rata among the respective Holders holders thereof on the basis of the amount number of such securities shares requested to be included therein in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such Holderholder and (iii) third, (if permitted by the holders of a majority of the Investor Registrable Securities) other securities of the Company requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder.

Priority on Primary Registrations. If a If, in connection with any proposed --------------------------------- Piggyback Registration is in connection with an underwritten primary registration on behalf of the Company, and the managing underwriters advise Underwritten Offering initiated by the Company in writing (other than pursuant to Section 2.1), the Managing Underwriters notify the Company that in their opinion the number of shares of securities requested to be included in such registration offering exceeds the number which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, offering (i) first, the securities the Company proposes to sell and (ii) second, the greatest number of the Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringpursuant to this Agreement, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof shares requested to be included in such registrationregistration by each such Holder, pro rata among in each case up to the respective Holders thereof on greatest number of shares of Common Stock which, in the basis opinion of the amount Managing Underwriters, can be sold in an orderly manner in the price range of such securities offering; provided, however, that American Mobile shall not be entitled to -------- ------- participate in any such Piggyback Registration until all shares of Registrable Securities held by other Holders which have been requested to be included therein by each in such HolderPiggyback Registration have been so included.

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 within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include, after including all of the primary securities the Company desires subject to include Section 2(e), in such registration, registration (i) first, the number of Registrable Securities requested securities the Company proposes to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringsell, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof Registrable Securities requested to be included in such registration, pro rata among the respective Holders holders thereof on the basis of the amount number of such securities shares requested to be included therein in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such Holderholder and (iii) third, (if permitted by the holders of a majority of the Investor Registrable Securities) other securities of the Company requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder.

Priority on Primary Registrations. If a the proposed Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters 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 in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, registration (i) first, the securities the Company proposes to sell and the High Priority Registrable Securities (as defined in the Recent PRRAA), pro rata among the Company and the holders of such High Priority Registrable Securities on the basis of the number of shares requested to be included by the Company and each such holder, and (ii) second, the greatest number of Eligible Registrable Securities and the remaining Other Registrable Stock requested to be included which in the opinion of such underwriters Underwriters can be sold in an orderly manner within in the price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders holders thereof on the basis of the amount of such securities Eligible Registrable Securities or Other Registrable Stock requested to be included therein in such registration by each such Holderholder.

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 hereto requesting registration of Registrable Securities) 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 without adversely affecting the marketability of such offering (including the price range acceptable to the Company), the Company shall include, after including all of the primary securities the Company desires to include in such registration, registration (i) first, the number of Registrable Securities securities the Company proposes to sell, (ii) second, the securities, if any, requested to be included which in such registration by Persons having registration rights granting such Persons priority over the opinion Holders on the inclusion of such underwriters can securities to be sold in an orderly manner within the price range of such offeringregistered, pro rata among the respective Holders thereof those Persons on the basis of the number amount of Registrable Securities such securities owned and requested to be included therein by each such Holder, Persons and (iiiii) secondthird, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof Registrable Securities requested to be included in such registration, pro rata among the respective Holders thereof holders of such Registrable Securities on the basis of the amount of such securities owned and requested to be included therein by each such Holderholder.

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 shares of Common Stock 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 without adversely affecting the Companymarketability of the offering, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, registration (i) first, the number of shares of Common Stock the Company proposes to sell in such registration; (ii) second, the number of Registrable Securities requested to be included which in such registration by the opinion holders of such underwriters can be sold in an orderly manner within the price range of such offeringRegistrable Securities under this Agreement, pro rata among the respective Holders holders thereof on the basis of the number of Registrable Securities requested to be included therein by each in such Holder, registration; and (iiiii) secondthird, the number of other securities with respect shares of Common Stock requested to which be included in such registration by the Company has granted registration rights in accordance with Section 2.1(g) hereof holders thereof pursuant to binding contractual obligations of the Company, pro rata among the respective holders thereof on the basis of the number of shares of Common Stock requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein 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 an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to include in such registration, registration (i) first, the number of Registrable Securities securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration pursuant to the Other Registration Rights Agreements which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof holders of such securities on the basis of the number of Registrable Securities shares owned by each such holder, (iii) third, the securities requested to be included therein by each in such Holderregistration pursuant to this Agreement which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, and (iiiv) secondfourth, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder.

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 CompanyCompany and without adversely affecting the marketability of the offering, then the Company shall include, after including all of the primary securities the Company desires to will include in such registration, registration (i) first, the number of securities the Company proposes to sell, (ii) second, the Registrable Securities (other than Management Registrable Securities) requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringregistration, pro rata from among the respective Holders thereof on the basis holders of such Registrable Securities according to the number of Registrable Securities requested by them to be included therein by each such Holderso included, and (iiiii) secondthird, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof Management Registrable Securities requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount holders of such Management Registrable Securities according to the number of Management Registrable Securities requested by them to be so included, and (iv) fourth, any other securities requested to be included therein by each in such Holderregistration, in such manner as the Company may determine.

Priority on Primary Registrations. If a If, in connection with any proposed Piggyback Registration is in connection with an underwritten primary registration on behalf of Underwritten Offering initiated by the Company, and the managing underwriters advise Managing Underwriters notify the Company in writing that in their opinion the number of shares of securities requested to be included in such registration offering exceeds the number which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to will include in such registration, offering (i) first, the securities the Company proposes to sell and (ii) second, the number of the Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringpursuant to this Agreement, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof shares requested to be included in such registrationregistration by each such Holder, pro rata among in each case up to the respective Holders thereof on greatest number of shares of Common Stock which, in the basis opinion of the amount Managing Underwriters, can be sold in an orderly manner in the price range of such securities offering; provided, however, that Xxxxxx shall not be entitled to participate in any such Piggyback Registration until all shares of Registrable Securities held by other Holders which have been requested to be included therein by each in such HolderPiggyback Registration have been so included.