Common use of Priority on Required Registrations Clause in Contracts

Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, the Registrable Securities that shall be included in the Required Registration shall be included in the following amounts and order of priority: (i) first, if the Investcorp Investors did not have the right to consent to the initial Public Offering of the Company's equity securities pursuant to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the number of Registrable Securities that may be included in such Required Registration determined based upon the offering price to the public of the securities in the Public Offering) (the "Investcorp Priority"); (ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may include in such Required Registration an aggregate number of Registrable Securities up to the aggregate number of Registrable Securities that may be included under clause (i) immediately above; and (iii) third, (A) if the Investcorp Investors did not have an Investcorp Priority with respect to such Required Registration (and, therefore, the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), then each Stockholder (including the Investcorp Investors and the Existing Investors) that requested to include Registrable Securities in such Required Registration shall be entitled to include its pro rata share of Registrable Securities, based upon the number of Registrable Securities requested to be included by such Stockholders in such Required Registration (and if the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), the number of Registrable Securities that shall be taken into account for calculating their respective pro rata shares under this clause (iii) shall be the number of Registrable Securities requested to be included in such registration above the amounts permitted under clauses (i) and (ii) above, as applicable); provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result.

Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, Securities (such writing to state the Registrable Securities that shall be included in basis of such opinion and the Required Registration shall be included in the following amounts and order of priority: (i) first, if the Investcorp Investors did not have the right to consent to the initial Public Offering of the Company's equity securities pursuant to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the approximate number of Registrable Securities that may be included in such Required Registration determined based upon Public Offering without such effect), the offering price to the public of the securities in the Public Offering) (the "Investcorp Priority"); (ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may Company will include in such Required Registration an aggregate number of Registrable Securities up to the aggregate number of Registrable Securities that may the Company is so advised can be included under clause sold in such Public Offering in the following amounts: (i) immediately above; and (iii) thirdfirst, (Ax) if the Investcorp Investors did not have an Investcorp Priority with respect all Registrable Securities requested to such Required Registration (and, thereforebe sold by DBCP, the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) Behrman Investor Group and the Existing 2001 Investors had their related priority under clause (ii)but only wixx xxxxect to the shares of Common Stock issuable upon conversion of the Preferred Stock and only up to the percentage of Registrable Securities sold by DBCP and the Behrman Investor Group of the Registrable Securities owned xx XXXP and Behrman Investor Group) in the event such demand request wxx xxxxiated by DBCP or Behrman, then each Stockholder (including y) all Registrable Securities requested to be soxx xx xhe 2001 Investors in the Investcorp event such Demand Request was initiated by the 2001 Investors and the Existing Investors(z) that subject to Section 3.1(h) below, all Registrable Securities requested to include Registrable Securities be sold by Senior Warrantholders participating in such Required Registration shall be entitled to include its registration that are shares of Common Stock issued upon the exercise of the Senior Warrants, pro rata share among such Stockholders on the basis of Registrable Securities, based upon the number of Registrable Securities requested to be included sold by such Stockholders in such Required Registration (and if the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause pursuant to this Section 3.1; (ii)) second, the number all Registrable Securities requested to be sold by all other holders of Registrable Securities that shall be taken into account for calculating their respective pursuant to this Section 3.1 pro rata shares under this clause (iii) shall be among such holders on the basis of the number of Registrable Securities requested to be included in registered by such registration above the amounts permitted under clauses (i) and (ii) above, as applicable)holders; provided, however, provided however that if such managing underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering Public Offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result; and (iii) third, securities proposed to be sold by the Company for its own account.

Priority on Required Registrations. In the event that, in the case of any Required Registration, If the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company Parent in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's opinion, the amount number of securities Registrable Securities requested to be included in such Required Registration would adversely affect exceeds the Public Offering and sale number that can be sold in such offering within the price range acceptable to the Initiating Holder that the Initiating Holder shall furnish to such underwriter upon request (including pricing) such writing to state the basis of such Registrable Securities, opinion and the Registrable Securities that shall be included in the Required Registration shall be included in the following amounts and order of priority: (i) first, if the Investcorp Investors did not have the right to consent to the initial Public Offering of the Company's equity securities pursuant to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the approximate number of Registrable Securities that may be included in such Required Registration determined based upon offering without such effect), the offering price to the public of the securities Parent will include in the Public Offering) (the "Investcorp Priority"); (ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may include in such Required Registration an aggregate number of Registrable Securities up to the aggregate extent of the number of Registrable Securities that may the Parent is so advised by the managing underwriter can be included under clause sold in such offering: (i) immediately aboveFIRST, Registrable Securities requested to be sold by the Initiating Holder; and (iii) thirdPROVIDED, (A) HOWEVER, that if the Investcorp Investors did not have an Investcorp Priority Initial Stockholder is the Initiating Holder then Registrable Securities requested to be sold by the Purchasers shall be included with respect the Registrable Securities requested to such Required Registration (and, therefore, be sold by the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), then each Initial Stockholder (including the Investcorp Investors and the Existing Investors) that requested to include Registrable Securities in such Required Registration shall be entitled to include its pro rata share of Registrable Securities, PRO RATA based upon on the number of Registrable Securities requested to be sold by the Initial Stockholder and the DLJMB Entities; and PROVIDED, HOWEVER, that with respect to any such registration, to the extent that SGC holds Securities of the same class as the Registrable Securities being sold by the Initial Stockholder and SGC has requested pursuant to the Amended and Restated Stockholders Agreement, dated as of November 17, 1999, among the Initial Stockholder, SGC and the Parent, any of such Securities to be included by such Stockholders in such Required Registration (and if the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii)registration, the number of Registrable Securities that requested to be sold by the Purchasers shall be taken into account for calculating their respective included pro rata shares under this clause (iii) shall be based on the number of Registrable Securities requested to be included in such registration above sold by the amounts permitted under clauses (i) Initial Stockholder, the DLJMB Entities and SGC); (ii) aboveSECOND, as applicablesubject to the first proviso in Section 2.01(d)(i); provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities held requested to be sold by Management Stockholders would adversely affect the offering and sale holders thereof other than the Initiating Holder (including pricing) of such securities, then pro rata based on the number of Registrable Securities held so requested to be sold by such Management Stockholders holders); and (iii) THIRD, all other Securities proposed to be included registered by the Parent and any Other Stockholders, in such Public Offering may be disproportionately reduced to avoid proportions as the Parent and such adverse resultOther Stockholders shall agree.

Priority on Required Registrations. In the event that, in the case of any Required RegistrationRegistration or Marketed Underwritten Take-Down, the managing underwriter for the Public Offering or Marketed Underwritten Take-Down contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's ’s opinion, the amount of securities requested to be included in such Required Registration or Marketed Underwritten Take-Down would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, then the Registrable Securities that shall be included in the Required Registration or Marketed Underwritten Take-Down shall be included in the following amounts and order of priority: (i) first, if the Investcorp Investors did not have the right to consent reduced to the initial Public Offering of the Company's equity securities pursuant extent necessary to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in avoid such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the number of Registrable Securities that may be included in such Required Registration determined based upon the offering price to the public of the securities in the Public Offering) (the "Investcorp Priority"); (ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may include in such Required Registration an aggregate number of Registrable Securities up to the aggregate number of Registrable Securities that may be included under clause (i) immediately above; and (iii) third, (A) if the Investcorp Investors did not have an Investcorp Priority with respect to such Required Registration (and, therefore, the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) adverse affect and the Existing Investors had their related priority under clause (ii), then each Stockholder (including the Investcorp Investors and the Existing H&F Investors) that requested to include Registrable Securities in such Required Registration or Marketed Underwritten Take-Down shall be entitled to include its pro rata share of such Registrable Securities, based upon the number of Registrable Securities requested to be included by such Stockholders in such Required Registration (and if the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), the number of Registrable Securities that shall be taken into account for calculating their respective pro rata shares under this clause (iii) shall be the number of Registrable Securities requested to be included in such registration above the amounts permitted under clauses (i) and (ii) above, as applicable)or Marketed Underwritten Take-Down; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's ’s opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Priority on Required Registrations. In the event that, in the case of any Required Registration, If the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company WRC in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's ’s opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, the Registrable Securities that shall be included in the Required Registration shall be included in the following amounts and order of priority: (i) first, if the Investcorp Investors did not have the right to consent to the initial Public Offering of the Company's equity securities pursuant to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the number of Registrable Securities that may be included in such Required Registration determined based upon the offering price to the public of the securities in the Public Offering) (the "Investcorp Priority"); (ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may include in such Required Registration an aggregate number of Registrable Securities up to the aggregate number of Registrable Securities that may be included under clause (i) immediately above; and (iii) third, (A) if the Investcorp Investors did not have an Investcorp Priority with respect to such Required Registration (and, therefore, the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), then each Stockholder (including the Investcorp Investors and the Existing Investors) that requested to include Registrable Securities in such Required Registration shall be entitled to include its pro rata share of Registrable Securities, based upon the number of Registrable Securities requested to be included by such Stockholders in such Required Registration (and if the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), the number of Registrable Securities that shall be taken into account for calculating their respective pro rata shares under this clause (iii) shall be the number of Registrable Securities requested to be included in such registration above Required Registration exceeds the amounts permitted under clauses number that can be sold in such offering within the price range acceptable to the Initiating Holder that the Initiating Holder shall furnish to such underwriter upon request (such writing to state the basis of such opinion and the approximate number of Registrable Securities that may be included in such offering without such effect), WRC will include in such Required Registration, to the extent of the number of Registrable Securities that WRC is so advised by the managing underwriter can be sold in such offering: (i) and (ii) abovefirst, as applicable)Registrable Securities requested to be sold by the Initiating Holder; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's opinion, Initial Stockholder is the inclusion of Initiating Holder then Registrable Securities held requested to be sold by Management Stockholders would adversely affect the offering and sale Exchangers shall be included with the Registrable Securities requested to be sold by the Initial Stockholder (including pricing) of such securities, then pro rata based on the number of Registrable Securities held requested to be sold by the Initial Stockholder and the DLJMB Entities; and provided, however, that with respect to any such Management registration, to the extent that SGC holds Securities of the same class as the Registrable Securities being sold by the Initial Stockholder and SGC has requested, pursuant to the SGC Stockholders Agreement, any of such Securities to be included in such Public Offering may registration, the Registrable Securities requested to be disproportionately reduced sold by the Exchangers shall be included pro rata based on the number of Registrable Securities requested be sold by the Initial Stockholder, the DLJMB Entities and SGC); (ii) second, subject to avoid the first proviso in Section 2.01(d)(i) above, Registrable Securities requested to be sold by the holders thereof other than the Initiating Holder (pro rata based on the number of Registrable Securities so requested to be sold by such adverse resultholders); and (iii) third, all other Securities proposed to be registered by WRC and any Other Stockholders, in such proportions as WRC and such Other Stockholders shall agree.

Priority on Required Registrations. In the event that, in the case of If any Required Registration, registration made pursuant to Section 2 is an underwritten offering or if there is an underwritten shelf take-down under an effective Registration Statement and the managing underwriter for underwriters (the Public Offering contemplated by Section 3.1(e“Underwriters”) shall advise the Company in writing (with a copy to each holder party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requesting a sale) thatand, in such underwriter's opinionif applicable, the amount of other securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securitiesoffering, the Registrable Securities that shall be included in the Required Registration shall be included in the following amounts and order of priority: (i) first, if the Investcorp Investors did not have the right to consent to the initial Public Offering of the Company's equity securities pursuant to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with exceeds the number of Registrable Securities that may and other securities, if any, which can be included sold in an orderly manner in such Required Registration determined based upon the offering within a price range acceptable to the public Holders of a majority of the Registrable Securities requested to be offered by the Selling Holders, the Company shall include securities in such registration in the Public Offeringfollowing order of priority: (a) (the "Investcorp Priority"); (ii) secondfirst, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may include in such Required Registration an aggregate number of Registrable Securities up to the aggregate number of Registrable Securities that may be included under clause (i) immediately above; and (iii) third, (A) if the Investcorp Investors did not have an Investcorp Priority with respect to such Required Registration (and, therefore, the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), then each Stockholder (including the Investcorp Investors and the Existing Investors) that requested to include Registrable Securities in such Required Registration shall be entitled to include its pro rata share of Registrable Securities, based upon the number of Registrable Securities requested to be included by which in the opinion of such Stockholders underwriters can be sold in an orderly manner within the proposed price range of such offering, pro rata among the Holders seeking to include Registrable Securities in such Required Registration (and if registration on the Investcorp Investors had an Investcorp Priority under clause (i) and basis of the Existing Investors had their related priority under clause (ii), the number of Registrable Securities that shall be taken into account for calculating their respective pro rata shares under this clause (iii) shall be the number amount of Registrable Securities requested to be included by each such Holder; and (b) second, the number of securities that the Company proposes to sell for its own account and the number of other securities requested to be included by the Company in such registration above for the amounts permitted under clauses (i) and (ii) aboveaccount of other holders which in the opinion of such underwriters can be sold in an orderly manner within the proposed price range of such offering, as applicable); provided, however, that if such managing underwriter shall advise pro rata among the Company that, in such underwriter's opinion, and the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) holders of such other securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result.