Common use of Priority on Underwritten Primary Registration Clause in Contracts

Priority on Underwritten Primary Registration. If an Incidental Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering without materially adverse effect on the proposed sale by the Corporation, the Corporation shall include in such registration: (i) first, all securities the Corporation proposes to sell; and (ii) second, the Registrable Securities and such other securities (provided such securities are of the same class as the securities being sold by the Corporation) requested to be included in such registration in excess of the number of securities the Corporation proposes to sell which, in the opinion of such underwriters, can be sold without materially adverse effect on the proposed sale by the Corporation (allocated pro rata among the holders of such Registrable Securities and other securities on the basis of the number of securities requested to be included therein by each such holder); except, in the event any party to the Prior Registration Agreement exercises any rights thereunder with respect to such Incidental Registration, the provisions of Article IV, Section F of the Prior Registration Agreement with respect to such allocation to such party shall supersede the provisions of clause (ii) immediately preceding insofar as relating to the ERS Group (as defined in the Prior Registration Agreement).

Priority on Underwritten Primary Registration. If an Incidental Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering without materially adverse effect on the proposed sale by the Corporation, the Corporation shall include in such registration: (i) first, all securities the Corporation proposes to sell; and (ii) second, the Registrable Securities and such other securities (provided such securities are of the same class as the securities being sold by the Corporation) requested to be included in such registration in excess of the number of securities the Corporation proposes to sell which, in the opinion of such underwriters, can be sold without materially adverse effect on the proposed sale by the Corporation (allocated pro rata among the holders of such Registrable Securities and other securities on the basis of the number of securities requested to be included therein by each such holder); except, in the event any party to the Prior Additional Registration Agreement exercises any rights thereunder with respect to such Incidental Registration, the provisions of Article IV, Section F Paragraph F, of the Prior Additional Registration Agreement with respect to such allocation to such party shall supersede the provisions of clause (ii) immediately preceding insofar as relating to the ERS Group (as defined in the Prior Registration Agreement)preceding.