Common use of Priority on Registration Clause in Contracts

Priority on Registration. If (i) a registration pursuant to Section 3(a) involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Stockholders requesting registration pursuant to Section 3(a), then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be sold and so requested to be included by the Stockholders; provided, however, that (A) if the underwritten registration is a primary offering on behalf of the Company, any shares requested to be included in the registration statement (or registration statements) for any Person other than the Stockholders shall be eliminated first prior to any such pro rata reduction, (B) if the underwritten registration is a secondary offering pursuant to Section 2, any shares requested to be included in the registration statement (or registration statements) for any Person other than the requesting Management Stockholders or Investor Stockholders, as applicable, shall be eliminated prior to any such pro rata reduction, (C) if the underwritten registration is a secondary offering on behalf of any holder(s) of Common Stock, other than pursuant to section 2, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the Stockholders shall be included pro rata on the basis of the number of shares held by each such holder and (D) no such reduction shall reduce the securities being offered by the Company for its own account.

Priority on Registration. If (i) a registration pursuant to Section 3(a) involves an underwritten offering the managing underwriter or underwriters advise the Company and the holders of the securities being registered Registrable Securities to be distributed registered in writing that in its or their opinion the number of Registrable Securities proposed to be sold in any Registration (on including, without limitation, a firm commitment basisPiggyback Registration) and any other securities of the Company requested or proposed to be included in such Registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such Registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Registration the aggregate number of Registrable Securities recommended by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter (the number of such underwritten offering shall inform Registrable Securities to be registered for each Stockholder to be reduced FIRSTLY, against the Company by letter of its belief that Xxxxxx Partnership, SECONDLY, against the other Stockholders (other than JWC and AT&T) and LASTLY, against JWC and AT&T; in each case PRO RATA based on the amount of Registrable Shares Securities of the Stockholders in the applicable class requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Stockholders requesting registration pursuant to Section 3(aRegistration), then the Company will include and (y) not allow any securities other than Registrable Securities to be included in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registration unless all Registrable Shares so proposed to be sold and so Securities requested to be included shall have been included therein, and then only to the extent recommended by the Stockholders; provided, however, that (A) if the underwritten registration is a primary offering on behalf of the Company, any shares requested to be included in the registration statement (managing underwriter or registration statements) for any Person other than the Stockholders shall be eliminated first prior to any such pro rata reduction, (B) if the underwritten registration is a secondary offering pursuant to Section 2, any shares requested to be included in the registration statement (or registration statements) for any Person other than the requesting Management Stockholders or Investor Stockholders, as applicable, shall be eliminated prior to any such pro rata reduction, (C) if the underwritten registration is a secondary offering on behalf of any holder(s) of Common Stock, other than pursuant to section 2, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the Stockholders shall be included pro rata on the basis of the number of shares held by each such holder and (D) no such reduction shall reduce the securities being offered determined by the Company for its own accountafter consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).