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 a holder 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of any such securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the securities Eligible Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities Eligible Securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (iiiii) secondthird, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities 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 having an adverse effect on materially and adversely affecting the marketability of such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders or as such holders may otherwise agreeholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiesIssuer's securities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer 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 having an adverse effect on materially adversely affecting such offering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the securities (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered owned by such holders, and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Shares, 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (iiiii) secondthird, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiesIssue's securities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer 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 having an adverse effect on materially adversely affecting such offering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the securities (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered owned by such holders, and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiesregistration, and the managing underwriters advise such party and 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 having an adverse effect on within a price range acceptable to such offeringparty, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to this Agreement and the 2016 Other Registration Rights AgreementAgreements which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities the Other Securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration Registra tion is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on materially and adversely affecting the marketability of such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders or as such holders may otherwise agreeholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities the Other Securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiessecurities other than the parties hereto (i.e., is not a Demand Registration), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities Registrable Securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementtherein, pro rata among the holders of such securities Registrable Securities on the basis of the number amount of shares requested to be registered such securities owned by each such holders, holder and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number amount of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 can be sold in such offering without having an adverse effect on such 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, (ii) second, the Shares and the securities all other shares of Common Stock held by other stockholders with similar rights who have requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of Investor and all such securities stockholders on the basis of the number of shares requested to be registered included therein by each such holdersholder, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities's securities (and in which the Company is not issuing any securities under such 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 having an adverse effect on materially adversely affecting such offering, the Company shall will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all other securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by such holders or as that are subject to such holders may otherwise agreeregistration rights.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders (including 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders of a majority of such offeringsecurities initially requesting such registration, the Company shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities, if any, requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder (but in no event greater than the amount requested to be registered included by such holders, holder); and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If Subject to Section 4.1(c) hereof, if a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the such holders of such securities on the basis of the number of shares requested to be registered owned by each such holders, holder and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Shares, 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, holders and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such 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 and the securities holders of the Investor Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 can be sold in such offering without having an adverse effect on such 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the all holders of such securities thereof on the basis of the number of shares of such securities and of Registrable Securities requested to be registered included therein by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities's securities other than Registrable Common Shares, 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Shares, 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration 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.. ​

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities's securities (other than the parties hereto) who have been granted contractual demand registration rights, and the managing underwriters advise the Company 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 having an adverse effect on such 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 and registration, (ii) second, the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered of Registrable Securities owned by each such holdersholder, and (iiiii) secondthird, other securities requested to be included in such registration 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 agreesecurities.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, Holdings's securities and the managing underwriters advise the Company Holdings 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 having an adverse effect on such adversely affecting the marketability of the offering, the Company shall Holdings will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among such holders and the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the total number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities requested to be included ------ in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of shares of the Company’s securities's Common Stock, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering in an orderly manner within a price range acceptable to the holders initially requesting such registration and without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities shares of Common Stock requested to be included therein by the holders requesting such registration registration, and the securities (ii) second, other shares of Common Stock requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities shares on the basis of the number of shares requested to be registered owned by each such holdersshareholder, and (ii) second, other securities including the Shares requested to be included in such registration pro rata among by 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 agreeShareholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Shares, 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities requested to be registered included by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities 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 having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders of a majority of such offeringsecurities initially requesting such registration, the Company shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities, if any, requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder (but in no event greater than the amount requested to be registered included by such holders, holder); and (iiiii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s securities's securities (other than the parties hereto) who have been granted contractual demand registration rights, 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 having an adverse effect on such 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such ------ registration 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 agreesecurities.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s Parent Corporation's securities, and the managing underwriters advise the Company in writing Parent Corporation 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (iib) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiesIssuer's securities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer 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 having an adverse effect on materially adversely affecting such offering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the securities (ii second, Registrable Securities and all Other Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered owned by such holders, and (ii) second, other securities requested to be included in such registration 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.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities based on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other on a pro rata basis, the Registrable Securities of each of the Centre Funds (pro rata among such funds or except as they may otherwise agree) requested to be included in such registration and any remaining securities requested to be included in such registration in accordance with the terms and conditions of this Agreement (pro rata among the holders of such securities based on the basis of the number of shares requested to be registered securities owned by such holders or as such holders may otherwise agreeeach holder thereof).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities requested to be registered included by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such within the price range 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on such 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 and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holders, holder and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 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 reasonably be sold in such offering without having an adverse effect on such offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, second, the securities Registrable Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares which by such holders requested to be registered by included in such holdersregistration, and (ii) secondand, third, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder 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 having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares so requested to be registered included therein owned by each such holders, holder and (ii) second, other securities requested to be included in such registration 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 agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s securities's securities (other than the holders of 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 having an adverse effect on such 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 and the securities Investor Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities and such Investor Registrable Securities on the basis of the number of shares requested to be registered securities owned by each such holders, and (ii) second, other securities requested to be included in such registration 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.holder,