Common use of Priority on Shelf Underwritten Offerings Clause in Contracts

Priority on Shelf Underwritten Offerings. If the managing underwriter of the Shelf Underwritten Offering advises the Issuer and such Shareholders in writing (with a copy to each other person requesting to participate in such Shelf Underwritten Offering) that in its opinion the number of Common Shares which such Shareholders desire to sell, taken together with any registrable securities requested to be included in such Shelf Underwritten Offering by other persons with contractual rights to participate in such Shelf Underwritten Offering, exceeds the maximum number of securities which can be sold in such offering without materially and adversely affecting the marketability of such offering (the “Maximum Number of Securities”), the Issuer will include in such Shelf Underwritten Offering Common Shares pro rata based on the respective number of Registrable Securities and Common Shares held by such Shareholders and other persons and the aggregate number of Registrable Securities and Common Shares requested be included in such Shelf Underwritten Offering by such Shareholders and other persons, up to the Maximum Number of Securities.

Priority on Shelf Underwritten Offerings. If the managing underwriter of the Shelf Underwritten Offering advises the Issuer Company and such Shareholders Arch in writing (with a copy to each other person party hereto requesting to participate in such Shelf Underwritten Offering) that in its opinion the number of Common Shares common equity securities which such Shareholders desire Arch desires to sell, taken together with any registrable securities Registrable Securities requested to be included in such Shelf Underwritten Offering by other persons with contractual rights to participate in such Shelf Underwritten OfferingShareholders, exceeds the maximum number of securities which can be sold in such offering without materially and adversely affecting the marketability of such offering (the “Maximum Number of Securities”), the Issuer Company will include in such Shelf Underwritten Offering Common Shares pro rata based on common equity securities in the respective number of Registrable Securities and Common Shares held by such Shareholders and other persons and following priority: (i) first, the aggregate number of Registrable Securities and Common Shares requested be included in such Shelf Underwritten Offering by such Shareholders and other persons, common equity securities Arch proposes to sell up to the Maximum Number of Securities; and (ii) second, Registrable Securities requested to be included by other Shareholders pursuant to Section 2(c) up to the Remaining Number of Securities, and if the aggregate number of such Registrable Securities exceeds the Remaining Number of Securities, the Company shall include only such Shareholders’ pro rata share of the Remaining Number of Securities based on the amount of Registrable Securities beneficially owned by such Shareholders.

Priority on Shelf Underwritten Offerings. If the managing underwriter Managing Underwriter of the Shelf Underwritten Offering advises shall inform the Issuer Company and such Shareholders the Offering Holders in writing (with a copy to each other person requesting to participate in such Shelf Underwritten Offering) of its belief that in its opinion the number of shares of Company Common Shares which such Shareholders desire to sell, taken together with any registrable securities Stock requested to be included in such Shelf Underwritten Offering by any other persons having registration rights with contractual rights respect to participate in such Shelf Underwritten Offeringoffering, exceeds when added to the maximum number of securities which Registrable Securities proposed to be offered by the Offering Holders, would materially adversely affect such offering, then the Company shall include in the applicable Underwritten Offering Filing, to the extent of the total number of Registrable Securities that the Company is so advised can be sold in such offering Shelf Underwritten Offering without so materially and adversely affecting the marketability of such offering (the “Shelf Underwritten Offering Maximum Number of Shares”), Registrable Securities and other shares of Company Common Stock in the following priority: (a) First, all Registrable Securities that the Holders requested to be included therein (the “Holder Securities”), and (b) Second, to the Issuer will include in such extent that the number of Holder Securities is less than the Shelf Underwritten Offering Maximum Number of Shares, the number of shares of Company Common Shares Stock requested to be included by any other persons having registration rights with respect to such offering, pro rata among such other persons based on the respective number of Registrable Securities and shares of Company Common Shares held by such Shareholders and other persons and the aggregate number of Registrable Securities and Common Shares Stock each requested to be included in such Shelf Underwritten Offering by such Shareholders and other persons, up to the Maximum Number of Securitiesincluded.