Common use of Priority; Registration Form Clause in Contracts

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shall advise Xxxx in good faith that, in its opinion, the number of shares of Xxxx Common Stock to be sold for the account of persons other than Xxxx (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx and the Holders), then the number of shares of Xxxx Common Stock to be sold for the account of Selling Stockholders (including Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shall advise Xxxx Newmark in good faith that, that in its opinion, the number of shares of Xxxx Newmark Common Stock to be sold for the account of persons other than Xxxx Newmark (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx Newmark and the Holders), then the number of shares of Xxxx Newmark Common Stock to be sold for the account of Selling Stockholders (including Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Newmark Common Stock that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Newmark Common Stock proposed to be registered for offer and sale by XxxxNewmark; second, to shares of Xxxx Newmark Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx Newmark other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Article III that involves an underwritten offering shall advise Xxxx Lazard Ltd in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Lazard Ltd Shares to be sold for the account of persons other than Xxxx Lazard Ltd (collectively, “Selling Stockholders”) ” is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx Lazard Ltd and the Holders), then the number of shares of Xxxx Common Stock Lazard Ltd Shares to be sold for the account of Selling Stockholders (including HoldersHolders of Registrable Securities) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Lazard Ltd Shares that may be registered in such Public Offering shall be allocated (a) in the case of a Public Offering, in the following priority: first, to shares of Xxxx Common Stock Lazard Ltd Shares proposed to be registered for offer and sale by XxxxLazard Ltd; second, to shares of Xxxx Common Stock Lazard Ltd Shares proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than third parties; third, to Lazard Ltd Shares proposed to be registered pursuant to any Holderpiggy-back registration rights under the Existing Agreements ; and thirdand, fourth, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration, and (b) in the case of a Partner Interest Offering, to the Lazard Ltd Shares consisting of Partnership Interests and to the Registrable Securities that the Holders requested to be so registered, on a pro rata basis based on the aggregate number of Lazard Ltd Shares requested to be registered; provided that Intesa’s participation shall be subject to reduction to permit any piggy-back registration rights under the Existing Agreements. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement 3.2 shall be allocated pro rata among the Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this paragraph that involves an underwritten offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Corporation and the HoldersPurchaser), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersPurchaser) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxxthe Corporation; second, to shares of Xxxx Common Stock Registrable Securities proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthird parties; and third, to Registrable Securities proposed to be registered pursuant to any piggy-back registration rights under any other agreements ; and, fourth, to Registrable Securities proposed to be registered by Holders Purchaser as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement paragraph (c)(ii) shall be allocated pro rata among the Purchaser and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2paragraph (c)(ii), any Holder Purchaser shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III paragraph that such Holder Purchaser has requested be included, such Holder Purchaser may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shall advise Xxxx Solta in good faith that, in its opinion, the number of shares of Xxxx Solta Common Stock Shares to be sold for the account of persons other than Xxxx Solta (collectively, “Selling StockholdersShareholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx Solta and the Holders), then the number of shares of Xxxx Solta Common Stock Shares to be sold for the account of Selling Stockholders Shareholders (including Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Solta Common Stock Shares that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Solta Common Stock Shares proposed to be registered for offer and sale by XxxxSolta; second, to shares of Xxxx Solta Common Stock Shares proposed to be registered pursuant to any demand registration rights of security holders of Xxxx Solta other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Article III that involves an underwritten offering shall advise Xxxx BGC Partners in good faith that, that in its opinion, the number of shares of Xxxx BGC Partners Common Stock to be sold for the account of persons other than Xxxx BGC Partners (collectively, “Selling Stockholders”) ” is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx BGC Partners and the Holders), then the number of shares of Xxxx BGC Partners Common Stock to be sold for the account of Selling Stockholders (including HoldersHolders of Registrable Securities) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx BGC Partners Common Stock that may be registered in such Public Offering shall be allocated in the case of a Public Offering, in the following priority: first, to shares of Xxxx BGC Partners Common Stock proposed to be registered for offer and sale by XxxxBGC Partners; second, to shares of Xxxx BGC Partners Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthird parties; and and, third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement 3.2 shall be allocated pro rata among the Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Section that involves an underwritten offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Corporation and the HoldersHolder), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersHolder) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthe Corporation; and thirdsecond, to Registrable Securities proposed to be registered by Holders Holder as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective HoldersHolders or in such other proportions as shall be mutually agreed upon by all the Selling Stockholders. If, as a result of the proration provisions of this Section 3.22(b), any the Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III Section that such the Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shall advise Xxxx Guild in good faith that, in its opinion, the number of shares of Xxxx Class A Common Stock to be sold for the account of persons other than Xxxx Guild (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success price, timing or distribution of the offering (taking into consideration securities offered or the interests of Xxxx and market for the Holders)securities offered, then the number of shares of Xxxx Class A Common Stock to be sold for the account of Selling Stockholders (including Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Class A Common Stock that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Class A Common Stock proposed to be registered for offer and sale by XxxxGuild; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration, allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such Holder; and third, to all other shares of Class A Common stock requested and otherwise eligible to be included in such underwritten offering, on a pro rata basis based on the relative number of Registrable Securities then held by the holders of such shares of Class A Common Stock, up to the number of securities that in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shall advise Xxxx SpinCo in good faith that, in its opinion, the number of shares of Xxxx Initial Common Stock Shares to be sold for the account of persons other than Xxxx SpinCo (collectively, “Selling StockholdersShareholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx SpinCo and the Holders), then the number of shares of Xxxx Initial Common Stock Shares to be sold for the account of Selling Stockholders Shareholders (including Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Initial Common Stock Shares that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Initial Common Stock Shares proposed to be registered for offer and sale by XxxxSpinCo; second, to shares of Xxxx Initial Common Stock Shares proposed to be registered pursuant to any demand registration rights of security holders of Xxxx SpinCo other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement and/or qualified for issue and sale by the Canadian Prospectus shall be allocated pro rata among the Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration in which Registrable Securities are proposed to be included pursuant to this Section 2 that involves an underwritten offering Underwritten Offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering Underwritten Offering (taking into consideration the interests of Xxxx the Corporation and the Holderseach Holder and Selling Stockholder, other than a Holder), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including the Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxxthe Corporation; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third, to Registrable Securities proposed to be registered by Holders a Holder as a Piggy-back RegistrationBack Registration and any other Selling Stockholder that possesses contractual rights to include its shares in such Registration Statement; and lastly, any other Selling Stockholders other than a Holder or any other Selling Stockholder that possesses contractual rights to include its shares in such Registration Statement. If the number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.22(b) are reduced in accordance with this Section 2(b) upon the advice of the managing underwriter(s), such then the Registrable Securities included to be registered as part of the second priority in the Registration Statement immediately preceding sentence shall be allocated pro rata among the Holders participating and any other Selling Stockholder that possesses contractual rights to include its shares in the Piggy-back such Registration Statement based on the number of Registrable Securities beneficially owned by the respective HoldersHolders and any other Selling Stockholder that possesses contractual rights to include its shares in such Registration Statement or in such other proportions as shall be mutually agreed upon by such parties participating in the Piggy-Back Registration. If, as a result of the proration provisions of this Section 3.22(b), any a Holder shall not be entitled to include all Registrable Securities in a registration Registration pursuant to this Article III Section that such a Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registrationthe Registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Section that involves an underwritten offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Corporation and the HoldersHolder), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersHolder) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthe Corporation; and thirdsecond, to Registrable Securities proposed to be registered by Holders Holder as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective HoldersHolder or in such other proportions as shall be mutually agreed upon by all the Selling Stockholders. If, as a result of the proration provisions of this Section 3.22(b), any the Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III Section that such the Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this paragraph that involves an underwritten offering shall advise Xxxx the Issuer in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Issuer (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Issuer and the HoldersPurchaser(s)), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersPurchaser(s)) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxxthe Issuer; second, to shares of Xxxx Common Stock Registrable Securities proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthird parties; and third, to Registrable Securities proposed to be registered pursuant to any piggy-back registration rights under any other agreements ; and, fourth, to Registrable Securities proposed to be registered by Holders Purchaser(s) as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement paragraph (b)(ii) shall be allocated pro rata among the Purchaser(s) and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2paragraph (b)(ii), any Holder Purchaser(s) shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III paragraph that such Holder has Purchaser(s) have requested be included, such Holder Purchaser(s) may elect to withdraw its their Registrable Securities from such the registration.

Priority; Registration Form. (1) If the managing underwriter(s) underwriter for a Piggy-back Piggyback Registration in which Registrable Securities are proposed to be included pursuant to this Section 3 that involves an underwritten offering shall advise Xxxx in good faith the Company that, in its opinion, the number inclusion of shares the amount of Xxxx Common Stock Registrable Securities to be sold for the account of persons Holders would (x) create a substantial risk that the proceeds or price per share that will be derived from such Piggyback Registration will be materially reduced or that the number of securities to be registered on such Piggyback Registration is too large to be reasonably sold or (y) materially and adversely affect such Piggyback Registration in any other than Xxxx (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx and the Holders)respect, then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders such Holders shall be reduced (including Holders) and may be reduced to a number that, zero) in the reasonable opinion of accordance with the managing underwriter(s), may reasonably be sold without having underwriter's recommendation. In the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock event that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back included in any Piggyback Registration is reduced pursuant (but not to this Section 3.2zero), the number of such Registrable Securities included in the such Piggyback Registration Statement shall be allocated pro rata among all requesting Holders and all other holders of New Common Stock having the Holders participating right to include their shares of New Common Stock in the Piggy-back Registration based such registration, on the basis of the relative number of Registrable Securities beneficially owned by the respective Holdersshares of such New Common Stock each such Holder or other holder has requested to be included in such Piggyback Registration. If, as a result of the proration provisions of this Section 3.23(B), any Holder shall not be entitled to include all Registrable Securities in a registration Piggyback Registration pursuant to this Article III Section 3 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration; provided, however, that such registrationwithdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal election was made. If any such withdrawal election is made, the number of Registrable Securities included in the Piggyback Registration shall be increased by the lesser of the amount of Registrable Securities withdrawn and the aggregate amount of Registrable Securities cut back pursuant to this Section 3(B)(1), and in accordance with the priority provided by this Section 3(B)(1).

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this paragraph that involves an underwritten offering shall advise Xxxx the Issuer in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Issuer (collectively, “"Selling Stockholders”") is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Issuer and the HoldersPurchaser(s)), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersPurchaser(s)) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxxthe Issuer; second, to shares of Xxxx Common Stock Registrable Securities proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthird parties; and third, to Registrable Securities proposed to be registered pursuant to any piggy-back registration rights under any other agreements ; and, fourth, to Registrable Securities proposed to be registered by Holders Purchaser(s) as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement paragraph (b)(ii) shall be allocated pro rata among the Purchaser(s) and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2paragraph (b)(ii), any Holder Purchaser(s) shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III paragraph that such Holder has Purchaser(s) have requested be included, such Holder Purchaser(s) may elect to withdraw its their Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Section that involves an underwritten offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Corporation and the HoldersHolder), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersHolder) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthe Corporation; and thirdsecond, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registrationthe Selling Stockholders. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement 2(b) shall be allocated pro rata among the Holders participating in the Piggy-back Registration Holder and any other Selling Stockholders, based on the number of Registrable Securities beneficially owned by the respective HoldersSelling Stockholders or in such other proportions as shall be mutually agreed upon by all the Selling Stockholders. If, as a result of the proration provisions of this Section 3.22(b), any the Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III Section that such the Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this paragraph that involves an underwritten offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Corporation and the HoldersPurchasers), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersPurchasers) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxxthe Corporation; second, to shares of Xxxx Common Stock Registrable Securities proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthird parties; and third, to Registrable Securities proposed to be registered by Holders as a Piggypursuant to any piggy-back Registration. If the number of registration rights under any other agreements; and, fourth, to Registrable Securities proposed to be registered by Holders as a the Purchasers pro rata in proportion to the number of Registrable Securities intended to be sold by all Purchasers in the Piggy-back Registration is Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement paragraph (c)(ii) shall be allocated pro rata among the Purchasers and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2paragraph (c)(ii), any Holder Purchaser shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III paragraph that such Holder Purchaser has requested be included, such Holder Purchaser may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. (1) If the managing underwriter(s) underwriter for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Section 3 that involves an underwritten offering shall advise Xxxx in good faith the Company that, in its opinion, the number inclusion of shares the amount of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx (collectively, “Selling Stockholders”) is greater than the amount that can be offered without Holders would adversely affecting affect the success of the offering (taking into consideration for the interests of Xxxx and the Holders)Company, then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders such Holders shall be reduced (including Holders) and may be reduced to a number that, zero) in the reasonable opinion of accordance with the managing underwriter(s), may reasonably be sold without having underwriter’s recommendation. In the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock event that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration included in any registration is reduced pursuant (but not to this Section 3.2zero), the number of such Registrable Securities included in the Registration Statement such registration shall be allocated pro rata among all requesting Holders and all other holders of New Common Stock having the Holders participating right to include their shares of New Common Stock in the Piggy-back Registration based such registration, on the basis of the relative number of Registrable Securities beneficially owned by the respective Holdersshares of such New Common Stock each such Holder or other holder has requested to be included in such registration. If, as a result of the proration provisions of this Section 3.23(B), any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III Section 3 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration; provided, however, that such registrationwithdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made. If any such withdrawal election is made, the number of Registrable Securities included in the registration shall be increased by the lesser of the amount of Registrable Securities withdrawn and the aggregate amount of Registrable Securities cut back pursuant to this Section 3(B)(1), and in accordance with the priority provided by this Section 3(B)(1).

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this paragraph that involves an underwritten offering shall advise Xxxx the Issuer in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Issuer (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Issuer and the HoldersPurchaser), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersPurchaser) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxxthe Issuer; second, to shares of Xxxx Common Stock Registrable Securities proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthird parties; and third, to Registrable Securities proposed to be registered by Holders as a Piggypursuant to any piggy-back Registrationregistration rights under any agreements, including this Agreement. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement paragraph (b)(ii) shall be allocated pro rata among the Purchaser and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2paragraph (b)(ii), any Holder Purchaser shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III paragraph that such Holder Purchaser has requested be included, such Holder Purchaser may elect to withdraw its their Registrable Securities from such the registration.

Priority; Registration Form. (1) If the managing underwriter(s) underwriter for a Piggy-back Piggyback Registration in which Registrable Securities are proposed to be included pursuant to this Section 3 that involves an underwritten offering shall advise Xxxx in good faith the Company that, in its opinion, the number inclusion of shares the amount of Xxxx Common Stock Registrable Securities to be sold for the account of persons Holders would (x) create a substantial risk that the proceeds or price per share that will be derived from such Piggyback Registration will be materially reduced or that the number of securities to be registered on such Piggyback Registration is too large to be reasonably sold or (y) materially and adversely affect such Piggyback Registration in any other than Xxxx (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx and the Holders)respect, then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders such Holders shall be reduced (including Holders) and may be reduced to a number that, zero) in the reasonable opinion of accordance with the managing underwriter(s), may reasonably be sold without having underwriter’s recommendation. In the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock event that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back included in any Piggyback Registration is reduced pursuant (but not to this Section 3.2zero), the number of such Registrable Securities included in the such Piggyback Registration Statement shall be allocated pro rata among all requesting Holders and all other holders of Common Stock having the Holders participating right to include their shares of Common Stock in the Piggy-back Registration based such registration, on the basis of the relative number of Registrable Securities beneficially owned by the respective Holdersshares of such Common Stock each such Holder or other holder has requested to be included in such Piggyback Registration. If, as a result of the proration provisions of this Section 3.23(B), any Holder shall not be entitled to include all Registrable Securities in a registration Piggyback Registration pursuant to this Article III Section 3 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration; provided, however, that such registrationwithdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal election was made. If any such withdrawal election is made, the number of Registrable Securities included in the Piggyback Registration shall be increased by the lesser of the amount of Registrable Securities withdrawn and the aggregate amount of Registrable Securities cut back pursuant to this Section 3(B)(1), and in accordance with the priority provided by this Section 3(B)(1).

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Article III that involves an underwritten offering shall advise Xxxx in good faith thatthe Issuer or PubliCo, as the case may be, that in its opinion, the inclusion of the number of shares of Xxxx Common Stock Registrable Securities or PubliCo Shares to be sold for the account of persons other than Xxxx (collectively, “Selling Stockholders”) is greater than the amount that can be offered without Holders would adversely affecting affect the success of the offering (taking into consideration the interests of Xxxx and the Holders)offering, then the number of shares of Xxxx Common Stock Securities or PubliCo Shares to be sold for the account of Selling Stockholders (including Holders) may shall be reduced to a the number that, in the reasonable opinion of the managing underwriter(s), may reasonably can be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Securities or PubliCo Shares that may be registered in such Public Offering shall be allocated allocated, in the following priority: first, to shares all of Xxxx Common Stock Securities or PubliCo Shares proposed to be registered for offer and sale by Xxxx; the Issuer or PubliCo, as the case may be, second, to shares of Xxxx Common Stock Securities or PubliCo Shares proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third parties, third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Article III that involves an underwritten offering shall advise Xxxx in good faith thatthe Issuer or PubliCo, as the case may be, that in its opinion, the inclusion of the number of shares of Xxxx Common Stock Registrable Securities or PubliCo Shares to be sold for the account of persons other than Xxxx (collectively, “Selling Stockholders”) is greater than the amount that can be offered without Holders would adversely affecting affect the success of the offering (taking into consideration the interests of Xxxx and the Holders)offering, then the number of shares of Xxxx Common Stock Securities or PubliCo Shares to be sold for the account of Selling Stockholders (including Holders) may shall be reduced to a the number that, in the reasonable opinion of the managing underwriter(s), may reasonably can be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Securities or PubliCo Shares that may be registered in such Public Offering shall be allocated allocated, in the following priority: first, to shares all of Xxxx Common Stock Securities or PubliCo Shares proposed to be registered for offer and sale by Xxxx; the Issuer or PubliCo, as the case may be, second, to shares of Xxxx Common Stock Securities or PubliCo Shares proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holder; and third parties, third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the Registration The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.

Priority; Registration Form. If the managing underwriter(sunderwriter( s) for a Piggy-back Registration registration in which Registrable Securities are proposed to be included pursuant to this Section that involves an underwritten offering shall advise Xxxx the Corporation in writing in good faith that, that in its opinion, the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of persons other than Xxxx the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx the Corporation and the HoldersHolder), then the number of shares of Xxxx Common Stock Registrable Securities to be sold for the account of Selling Stockholders (including HoldersHolder) may be reduced to a number that, in the reasonable opinion of the managing underwriter(sunderwriter(s ), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of Xxxx Common Stock Registrable Securities that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of Xxxx Common Stock Registrable Securities proposed to be registered for offer and sale by Xxxx; second, to shares of Xxxx Common Stock proposed to be registered pursuant to any demand registration rights of security holders of Xxxx other than any Holderthe Corporation; and thirdsecond, to Registrable Securities proposed to be registered by Holders Holder as a Piggy-back Registration. If the The reduced number of Registrable Securities proposed to that may be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration Registration, based on the number of Registrable Securities beneficially owned by the respective HoldersHolders or in such other proportions as shall be mutually agreed upon by all the Selling Stockholders. If, as a result of the proration provisions of this Section 3.22(b), any the Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III Section that such the Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such the registration.