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 Corporation’s securities (other than the Holders), and the managing underwriters advise the 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holders), and the managing underwriters advise the Corporation Company in writing that in their good faith 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration registration: (i) first, the securities requested to be included therein by the initial holders Holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Registrable Securities of Holders requested to be included in such registration registration, pro rata among the Participating Investors holding such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such Participating Investors which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of securities owned by such holder, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders of such Holders securities on the basis of the number of Registrable Securities securities owned by each such Holder Holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. (i) If a Piggyback Registration is not an underwritten primary registration on behalf of the Corporation and is an underwritten secondary registration on behalf of existing holders of the Corporation’s securities (other than the Holders)'s securities, and the managing underwriters underwriter(s) advise the 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, proposed offering price, timing or method of distribution of having a material adverse effect on the offering, the Corporation shall will include in such registration (iA) first, the securities requested to be included therein by the initial holders requesting such registration which, which in the opinion of the underwriters, such underwriter(s) can be sold without any such having a material adverse effecteffect on the offering, (iiB) second, the Registrable Securities of Holders Shares requested to be included in such registration which, therein which in the opinion of the underwriters, such underwriter(s) can be sold (after taking into account the securities to be sold pursuant to clause (A) above) without any such having a material adverse effecteffect on the offering, allocated pro rata among the such Holders of Registrable Shares on the basis of the number of Registrable Securities Shares owned by each such Holder Holders which such Holders have elected to include in such registration, and (iiiC) third, other securities requested to be included in such registration whichregistration, if any, which in the opinion of the underwriters, such underwriter(s) can be sold (after taking into account the securities to be sold pursuant to clauses (A) and (B) above) without any such having a material adverse effecteffect on the offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, and the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Holders Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder Holder, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other it being understood that Demand Registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than the Holdersin this Section 2(d)), and the managing underwriters advise the Corporation Company and the holders of Registrable Securities that have requested inclusion in writing that such offering 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, proposed offering price, timing timing, distribution method or method probability of distribution success of the such offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, (ii) second, the Registrable Securities of Holders requested to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the holders of such Holders Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder requesting holder, and (iii) third, other securities requested to be included in such registration which, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the holders of such other securities on the basis of the number of such securities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)holders of Registrable Securities, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, (ii) second, the Registrable Securities of Holders requested to be included in such registration by the Registration Rights Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the holders of such Holders Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder holder), and (iii) third, if all of the Registrable Securities requested to be included in Section 3(c)(ii) above are included, then other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holders), and the managing underwriters advise the Corporation Company in writing that in their good faith 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration registration: (i) first, the securities requested to be included therein by the initial holders Holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Registrable Securities of Holders requested to be included in such registration registration, pro rata among the participating Holders holding such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such participating Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holderspursuant to Section 1 hereof), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders holder(s) initially requesting such registration registration, together with any Registrable Securities requested to be included in such registration, which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration by any other Holder which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationPartnership’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Partnership shall include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, and the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Holders securities on the basis of the number of Registrable Securities securities owned by each such Holder Holder, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holderspursuant to Section 1 hereof), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the Sponsor Investor Registrable Securities requested to be included in such registration by any Sponsor Investor which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Participating Sponsor Investors on the basis of the number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor, (ii) second, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (iiiii) secondthird, the Registrable Securities of Holders requested to be included in such registration by any Other Investor which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the such Holders Other Investors on the basis of the number of Registrable Securities owned by each such Holder Other Investor and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, and the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Holders securities on the basis of the number of Registrable Securities owned by each such Holder Holder, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, (ii) second, the number of Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Holders securities on the basis of the number of Registrable Securities owned by each such Holder securities so requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holderspursuant to Section 1 hereof), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Registrable Securities of Holders requested to be included in such registration registration, pro rata among the Participating Investors holding such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such Participating Investors which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holders), and the managing underwriters advise the Corporation Company in writing that in their good faith 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration registration: (i) first, the securities requested to be included therein by the initial holders Holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Initial Registrable Securities of Holders requested to be included in such registration registration, pro rata among the participating Holders holding such Investor Initial Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such participating Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other it being understood that Demand Registrations on behalf of holders of Registrable Securities are addressed in Section 2 above rather than the Holdersin this Section 3(c)), and the managing underwriters advise the Corporation Company and the holders of Registrable Securities that have requested inclusion in writing that such offering 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, proposed offering price, timing timing, distribution method or method probability of distribution success of the such offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, (ii) second, the St. Cloud Registrable Securities of Holders requested to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the holders thereof on the basis of the number of St. Cloud Registrable Securities owned by each such Holders holder, (ii) third, the Xxxx.xxx Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by each such Holder holder, and (iii) third, fourth any other securities requested to be included in such registration which, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holderspursuant to Section 1 hereof), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the Investor Registrable Securities requested to be included in such registration by the Participating Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Participating Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Investor, (ii) second, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (iiiii) secondthird, the Registrable Securities of Holders requested to be included in such registration by any Other Investor which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the such Holders Other Investors on the basis of the number of Registrable Securities owned by each such Holder Other Investor and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other it being understood that Demand Registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than the Holdersin this Section 2(c)), and the managing underwriters advise the Corporation Company and the holders of Registrable Securities that have requested inclusion in writing that such offering 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, proposed offering price, timing timing, distribution method or method probability of distribution success of the such offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, (ii) second, the Sun Registrable Securities of Holders and Other Registrable Securities requested to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the such Holders holders thereof on the basis of the number of Registrable Securities owned by each such Holder holder, and (iii) third, the other securities requested to be included in such registration which, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder effect and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holderswhich registration was granted in accordance with Section 2(h) above), and the Company will include in such registration all securities requested to be included in such registration; provided that if the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, effect and (ii) second, the Registrable Securities of Holders and other securities, if any, requested to be included in such registration registration, which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of Registerable Securities and holders of such Holders other securities on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effecttherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Corporation’s securities (other than the Holders)Company's securities, and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder effect and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the Holders), and the managing underwriters advise the Corporation Company in writing that in their good faith 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration registration: (i) first, the securities requested to be included therein by the initial holders Holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders Investor Warrant Shares requested to be included in such registration registration, pro rata among the participating Holders holding such Investor Warrant Shares on the basis of the number of Investor Warrant Shares owned by each such participating Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration solely on behalf of holders of the CorporationCompany’s equity securities (other than the HoldersInvestors (in which Registrable Securities are to be included pursuant to Section 2(a)), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration registration, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s securities (other than the Holders)securities, and the managing underwriters advise the Corporation in writing Company 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, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CorporationCompany’s equity securities (other than the HoldersInvestors), and the managing underwriters advise the Corporation 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, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration registration, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.