Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors, 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 holders of a majority of the securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors on the basis of the number of Registrable Securities owned by each such Investor and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration or distribution by prospectus on behalf of holders of the Company’s securities other than the Investors's securities, 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 the registration or qualification for distribution by prospectus exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such the registration or prospectus (i) first, the securities requested to be included therein by the holders requesting such the registration, (ii) second, the Registrable Securities requested to be included in such the registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Registrable Securities so requested to be included therein owned by each such Investor holder, and (iii) third, the other securities requested to be included in such the registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to the holders of a majority of the securities to be included in initially requesting such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Eligible Securities requested to be included in such registration, pro rata among the Investors holders of such Eligible Securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(which registration was consented to pursuant to Section 2(h) above), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors, 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 within a price range acceptable to the holders of a majority of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration and such other securities as may have the right to be included on a priority with such securities, pro rata based on the number of such securities requested to be included in such registration and (ii) second, the Registrable Securities Warrant Shares and other securities requested to be included in such registration, pro rata among the Investors based on the basis of the number of Registrable Securities owned by each such Investor Warrant Shares and (iii) third, the other securities so requested to be included in such registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities Registrable Securities (other than the InvestorsIssuer or Bain, as applicable), and the managing underwriters advise underwriter(s) advises the Company Issuer in writing that, that in their opinion, its 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 holders of a majority marketability of the securities to be included offering, the Issuer will include in such registration, then the Company shall include in such registration : (ia) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, and the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iiib) thirdsecond, the other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investorssecurities, 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 within a price range acceptable to the holders of a majority of the such securities to be included in initially requesting such registration, then the Company shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities securities owned by each such Investor holder (but in no event greater than the amount requested to be included by such holder); and (iii) thirdsecond, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration solely on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the holders of other securities of the Company with registration rights permitted to be included in such registration and (iii) the Registrable Securities requested to be included in such registrationregistration by the Investors, pro rata among the Investors holders of all such securities on the basis of the number of Registrable Securities shares owned by each such Investor and (iii) third, the other securities requested to be included in such registrationholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Investor Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, (ii) second, the Founder Registrable Securities requested to be included in such registration, pro rata among the holders of such Founder Registrable Securities on the basis of the number of shares owned by each such holder, and (iiiiv) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyCorporation’s securities other than the Investorssecurities, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company Corporation shall include in such registration (i) such number of securities that in the written opinion of such underwriter can be sold without creating such a risk in the following order of priority: first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such Investor holder, and (iii) thirdsecond, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the InvestorsHolders of Investor Registrable Securities), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, registration pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities securities owned by each such Investor other holders and the Holders requesting to be included in such registration and (iiiii) thirdsecond, the any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors(which registration was consented to pursuant to Section 2(g) above), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration not covered by clause (i) or clause (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the InvestorsRegistrable Securities, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration not covered by clause (i) or (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the Investorsholders of Investor Registrable Securities or Other Registrable Securities), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities owned by each such Investor securities requested to be included therein and (iiiii) thirdsecond, the any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the Investorsholders of Registrable Securities), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the ----- securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Investor Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities and such Investor Registrable Securities on the basis of the number of Registrable Securities securities owned by each such Investor and (iii) third, the other securities requested to be included in such registration.holder,

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(not including Primary Shares), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, if any, and (ii) second, the Registrable Securities requested to be included in such registration by E&Y and all Other Common Stock requested to be included in such registration, to be included pro rata among the Investors on the basis of the number of Registrable Securities owned shares of such securities for which the Company has been given written requests for inclusion therein by each such Investor and (iii) third, the other securities requested to be included in such registrationholder thereof.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(which registration was consented to pursuant to Section 2(h) above), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the number of Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities securities, if any, requested to be included in such registrationregistration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to the holders of a majority of the securities Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Registrable Securities owned shares requested by each such Investor holder to be included in such offering, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the Investorsparties hereto) who have been granted contractual demand registration rights, and the managing underwriters advise the Company 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders thereof on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration pro rata among the holders of such securities.

Priority on Secondary Registrations. If a Piggyback ----------------------------------- Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to the holders of a majority of the securities Registrable Securities to be included in such registration, then the Company shall include in such registration (i1) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to the holders of a majority of the securities Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Registrable Securities owned shares requested by each such Investor holder to be included in such offering, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the Investorsholders or Registrable Securities), 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 within a price range acceptable to the holders of a majority of the securities Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investorssecurities, 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 within a price range acceptable to the holders of a majority of the securities to be included in initially requesting such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities of Atalaya Fund IV requested to be included in such registration, pro rata among the Investors holders of any such securities and any Registrable Securities of Atalaya Fund IV on the basis of the number of securities and Registrable Securities so requested to be included therein owned by each such Investor holder, and (iiiii) thirdsecond, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investorssecurities, 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 the marketability of the offering and within a price range acceptable to the holders of a majority of the securities Registrable Securities to be included in such registration, then the Company shall include in such registration (ia.) first, the securities requested the Company proposes to be included therein by the holders requesting such registrationsell, (iib.) second, the Registrable Securities requested to be included in such registration, registration pro rata among the participating Investors on the basis of the number of Registrable Securities owned by each such Investor Investor, and (iiic.) third, the other securities securities, if any, requested to be included in such registrationregistration not covered by clauses (a.) or (b.) of this Section 4 (iv.) 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 in writing.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to the holders of a majority of the securities to be included in initially requesting such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the InvestorsRegistrable Securities, and the managing underwriters advise the Company in writing that, that in their opinion, the opinion 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 within a price range acceptable to the holders of a majority of the securities to be included in initially requesting such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested and permitted to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the Investorson behalf of holders of Registrable Securities that have initiated a Demand Registration pursuant to Section 2), 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 the registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such the registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such the registration, pro rata among the Investors holders thereof on the basis of the number of such securities and Registrable Securities owned by each such Investor holder, and (iiiii) thirdsecond, the any other securities requested to be included in such the registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of units of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration not covered by clause (i) or clause (ii) above (which registration was consented to pursuant to Section 2(h) above).

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(which registration was consented to pursuant to Section 2(h) above), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than the Investorsparties hereto) who have been granted contractual demand registration rights, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included ----- therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iiiii) thirdsecond, the other securities requested to be included in such registration------ registration pro rata among the holders of such securities.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(and is not a Demand Registration), and the managing underwriters advise the Company in writing that, (with a copy to each party hereto requesting registration of Registrable Securities) 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities shares owned by each such Investor holder and (iiiii) thirdsecond, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to the holders of a majority of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, pro rata among in accordance with the Investors on the basis of the number amounts of Registrable Securities owned and such securities requested to be so included by each the respective Holders and holders of such Investor securities of the Company, and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than the InvestorsParent Corporation's securities, and the managing underwriters advise the Company in writing that, Parent Corporation 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 within a price range acceptable to the holders of a majority of the securities to be included in initially requesting such registration, then the Company shall Parent Corporation will include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities shares owned by each such Investor holder, and (iiib) thirdsecond, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than (which registration was granted in accordance with Section 2(g) above), the InvestorsCompany will include in such registration all securities requested to be included in such registration; provided, and that if 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the and Registrable Securities requested to be included in such registrationtherein pro rata, pro rata if necessary, among the Investors holders of such securities and Registrable Securities on the basis of the number of Registrable Securities owned by each such Investor and (iii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(and is not a Demand Registration), and the managing underwriters advise the Company in writing that, (with a copy to each party hereto requesting registration of Registrable Securities) 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities ----- requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such securities on the basis of the number of Registrable Securities shares owned by each such Investor holder and (iiiii) thirdsecond, the other securities requested to be ------ included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s securities other than the Investors's securities, 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors on the basis of the number of Registrable Securities owned by each such Investor registration and (iii) third, the other securities requested to be included in such registration, 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities other than the Investors(which registration was consented to pursuant to Section 2(g) above), 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 within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Investor holder, and (iii) third, the other securities requested to be included in such registrationregistration not covered by clause (i) or clause (ii) above.