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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such the registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such the registration, pro rata among the holders of such the Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the aggregate number of shares owned Registrable Securities held by each such holder, and (iiiii) thirdsecond, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s securities's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) will allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration, (ii) ; and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registrationamong the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Corporation's securities, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationInvestor and Bared on a pro rata basis, together with any securities underlying any warrants issued to the lenders or underwriters of the Corporation on a pro rata basis, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested by other persons to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders any holder of Equity (whether pursuant to the Company’s securitiesexercise of a right to Demand Registration in accordance with Article 1 of this Agreement or otherwise), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall 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 holders Holders of such Registrable Securities on the basis of the number of shares owned by each such holder, Holder and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiessecurities (other than the Stockholders with respect to Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) 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 registrationregistration by the Stockholders, pro rata among the holders of such Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, and (iiib) thirdsecond, 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 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, pro rata in accordance with the amounts of Registrable Securities requested to be so included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holderRequesting Stockholder, and (iii) third, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares securities so requested to be included therein owned by each such holder, and (iiiii) thirdsecond, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration under the Securities Act on behalf of holders of the Company’s 's securities, and the managing underwriters advise or the Company in writing determines that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringwithin a price range reasonably acceptable to such holders or Investors, 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, including the Registrable Securities and securities held by holders other than the shareholders a party hereto) requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares securities owned by each such holder, and (iii) third, other securities requested holder subject to be included in such registrationregistration rights with the Company.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company securities (other than the Company’s securitiesHolders), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (iiib) thirdsecond, 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, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities Shares requested to be included therein by the holders Shareholders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Shareholders on the basis of the number of shares Shares owned by each such holderShareholder, and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares Registrable Securities owned by each holder of Registrable Securities participating in such holderoffering, and (iiiii) third, second 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 securitiesCompany securities (other than a Holder), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (iiib) thirdsecond, 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's securities (which registration was consented to pursuant to Section 2(h) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iiiii) thirdsecond, 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 Partnership's securities, and the managing underwriters advise the Company Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall Partnership will include in such registration (i) first, the securities requested to be included therein by the holders requesting demanding such registration, (ii) second, the Registration and such Registrable Securities requested to be included in such registration, pro rata among the holders of such securities demanding the registration and such Registrable Securities on the basis of the number of shares owned by each such holder, and (iiiii) thirdsecond, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering on behalf of holders of the Company’s securities, securities and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number which can price per share of securities offered thereby will be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company shall will include in such registration registration: (ia) first, the securities Common Stock requested to be included therein by the holders Person requesting such registration, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, ; and (iiic) third, other securities securities, if any, requested to be included in such registrationregistration to be allocated pro rata among the holders thereof.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Other Security Holders by or through one or more underwriters of the Company’s securities, recognized standing and the managing lead underwriters advise the Company in writing that that, in their opinion good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein owned by the holders requesting such registration, (ii) second, Other Security Holders and the Registrable Securities requested to be included in such registrationregistration by Stockholder, reduced, in each case, on a pro rata among basis, based on the holders amount of such Registrable Securities on owned by Stockholder or the basis of the number of shares securities owned by each such holder, and (iii) third, other securities requested to be included in such registrationOther Security Holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration solely on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the Registrable Securities requested to be included in such registration, (ii) second, the securities requested to be included therein by the holders requesting such registration, and (ii) secondthird, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis other securities of the number of shares owned by each such holder, and (iii) third, other securities requested Company with registration rights 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (iA) first, the securities 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 -29- 35 among the holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iiiB) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, registration (ii) second, the Registrable Securities requested by Transcend to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback ----------------------------------- Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration of the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein in such registration by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among registration (but not more than as determined by the holders of such Registrable Securities on the basis of the number of shares owned by each such holdermanaging underwriters), and (iii) third, other securities requested to be included in such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company securities (other than the Company’s securitiesholders of Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (iiib) thirdsecond, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is includes an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders persons requesting such registration, registration and (ii) second, the Registrable Securities Common Stock requested to be included in such registrationregistration by the holders of any registration rights including holders of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s securities's securities (other than a Demand Registration pursuant to Section 2), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company shall include in such registration (i) will allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration, (ii) ; and second, the Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationInvestor.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration and the other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities 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's securities (other than an Investor Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares owned by each such holder, calculated as if such shares had been converted at such time to Common Stock, and (iiiii) thirdsecond, other securities requested or 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, holder and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Registrable Securities securities on the basis of the number of shares Registrable Securities owned by each such holder, Holder and (iiic) third, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration (i) first, the securities requested to be included therein by the holders requesting such registration, , (ii) second, the Registrable Securities, pro rata in accordance with the amounts of Registrable Securities requested to be so included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holderRequesting Stockholder, and and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf at the request of holders of the Company’s securities, securities (other than Lender) 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 (the “Maximum Secondary Number”) which can be sold in such offering without adversely affecting having a material adverse effect on the marketability price of the offeringsuch securities, the Company shall will include in such registration registration, up to the Maximum Secondary Number, (i) first, the securities requested to be included therein by the holders (other than Lender) requesting such registration, and (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested Lender 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration and, (ii) second, if any, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iii) third, 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, '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 exceeds the number which that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of holders initially requesting the offeringregistration, 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 the registration and any other securities requested to be included in the registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s securities, 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company shall include in such registration (i) will allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration, (ii) ; and second, the any securities (including Registrable Securities Securities) requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares securities so requested to be included therein owned by each such holder, and (iiiii) thirdsecond, 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 current or prospective holders of the Company’s securitiessecurities (other than a Demand Registration, for which priorities are specified in Section 4(a)(v)), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringwithin a price range reasonably acceptable to such holders, 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 registrationregistration by any holder, pro rata among the holders of such Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holderholder (excluding, for the purpose of this calculation, any unvested shares of Common Stock) and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, registration (ii) second, the Registrable Securities requested by Transcend to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, 's securities other than Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 respective holders of such Registrable Securities thereof on the basis of the number of shares such other securities and/or Registrable Securities owned by each such holderholders, and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 such holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned to be included by each such holder, and (iiiii) thirdsecond, 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 Company securities (other than the Company’s securitiesholders of Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration 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 holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (iiib) thirdsecond, 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 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned requested to be registered by each such holder, and (iiiii) thirdsecond, 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, and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company shall include in such registration (i) firstregistration, 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 such requesting holders and the holders of such Registrable Securities Securities, on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities registration and all Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned securities requested to be included therein by each such holder, and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, registration and (ii) second, the Registrable Securities and the other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned to be included by each such holder, and (iiiii) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range reasonably acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in such registration (i) first, the securities Registrable Securities requested to be included therein by RSI, and any securities of the holders requesting such registration, (ii) second, the Registrable Securities Company requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration and, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iii) third, 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 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration or qualification for distribution by prospectus exceeds the number which can be sold in such an offering without adversely affecting the marketability of the offering, 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 holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such the registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (iA) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iiiB) thirdsecond, 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, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringsecurities who are demanding the registration in question, the Company shall include in such registration (i) 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 holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.registration held by any holder exercising piggyback registration rights (other than holders of Registrable Shares), and (ii) second, the

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesBorrower's securities other than the Lender (the "Other Holders"), and the managing underwriters advise the Company Borrower in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in a orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringOther Holders requesting such registration, the Company shall Borrower will include in such registration (ia) first, the securities requested to be included therein by the holders Other Holders requesting such registration, registration and (iib) second, the Registrable Registerable Securities requested to be included include in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationresignation hereunder.

Priority on Secondary Registrations. If a Piggyback Registration Regis tration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities Registrable Securities requested to be included therein in such registration by the holders requesting such registrationMaxtor, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the other holders of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.on

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iii) thirdsecond, 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's securities (other than a Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities 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 holders of such Registrable Securities securities on the basis of the number of shares securities owned by each such holder, and (iiiii) thirdsecond, other securities requested or 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 securities, Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested Investors to be included in such registration, pro rata among rata, (ii) second, the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested by the Other Stockholders to be included in such registration, pro rata, (iii) third, the securities requested by any other parties to be included in such registration, pro rata. and (iv) fourth, the securities the Company proposes to sell.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration registration: (i) first, the securities 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 holders of such Registrable Securities on the basis of the number of shares owned requested to be registered by each such holder, ; and (iiiii) thirdsecond, the other securities requested to be included in such registration.