Common use of Pro Rata Participation in Demand Registrations Clause in Contracts

Pro Rata Participation in Demand Registrations. If a requested registration pursuant to this Section 1.02 involves an underwritten offering and a majority of the joint lead bookrunning underwriters selected in accordance with Section 1.02(d) shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), the number of securities requested to be included in such registration (including securities which the Company requests to be included) exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following Registrable Securities in the following order: (i) all Registrable Securities requested to be registered by the Requesting Holder pursuant to Section 1.02(a)(i); (ii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii) that are not otherwise included in Section 1.02(e)(i) (provided, however, that if the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii), together with the Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities included in such registration pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Section 1.02(a)(i), allocated first, to Universal on the basis of the shares of Registrable Securities Universal has requested to be included in such registration and second, pro rata among the other Holders referred to in this Section 1.02(e)(ii) on the basis of the shares of Registrable Securities each such other Holder has requested to be included in such registration); and (iii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such registration pursuant to this Section 1.02(e)(iii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii)).

Pro Rata Participation in Demand Registrations. If a requested registration pursuant to this Section 1.02 involves an underwritten offering and a majority of the joint lead bookrunning underwriters selected in accordance with Section 1.02(d) shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), the number of securities requested to be included in such registration (including securities which the Company requests to be included) exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following Registrable Securities in the following order: (i) all Registrable Securities requested to be registered by the Requesting Holder pursuant to Section 1.02(a)(i); (ii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii) that are not otherwise included in Section 1.02(e)(i) (provided, however, that if the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii), together with the Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities included in such registration pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Section 1.02(a)(i), allocated first, to Universal BMS on the basis of the shares of Registrable Securities Universal BMS has requested to be included in such registration and second, pro rata among the other Holders referred to in this Section 1.02(e)(ii) on the basis of the shares of Registrable Securities each such other Holder has requested to be included in such registration); and (iii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such registration pursuant to this Section 1.02(e)(iii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii)).

Pro Rata Participation in Demand Registrations. If a requested registration pursuant to this Section 1.02 involves an underwritten offering and a majority of the joint lead bookrunning underwriters selected in accordance with Section 1.02(d) shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), the number of securities requested to be included in such registration (including securities which the Company requests to be included) exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following Registrable Securities Company Common Stock in the following order: (i) all Registrable Securities requested to be registered by the Requesting Holder included in such underwritten offering pursuant to Section 1.02(a)(i1.02(b)(i) (provided, however, that if the number of Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(i) exceeds the number which the Company has been advised can be sold in such underwritten offering without having the negative effect referred to above, the number of such Registrable Securities included in such underwritten offering pursuant to this Section 1.02(e)(i) shall be that number of securities which the Company has been advised it can sell allocated pro rata among the Holders referred to in this Section 1.02(e)(i) on the basis of the shares of Registrable Securities each such Holder has requested to be included in such underwritten offering); (ii) to the extent that the number of Registrable Securities requested to be included in such registration underwritten offering pursuant to Section 1.02(a)(i1.02(b)(i) is is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, all Registrable Securities requested to be included in such registration underwritten offering pursuant to Section 1.02(a)(ii) that are not otherwise included in Section 1.02(e)(i1.02(b)(ii) (provided, however, that if the number of Registrable Securities requested to be included in such registration underwritten offering pursuant to Section 1.02(a)(ii1.02(b)(i), together with the Registrable Securities requested to be included in such registration underwritten offering pursuant to Section 1.02(a)(i1.02(b)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities included in such registration underwritten offering pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration underwritten offering pursuant to Section 1.02(a)(i1.02(b)(i), allocated first, to Universal on the basis of the shares of Registrable Securities Universal has requested to be included in such registration and second, pro rata among the other Holders referred to in this Section 1.02(e)(ii) on the basis of the shares of Registrable Securities each such other Holder has requested to be included in such registrationunderwritten offering); and; (iii) to the extent that the number of Registrable Securities requested to be included in such registration underwritten offering pursuant to Sections 1.02(a)(i1.02(b)(i) and 1.02(a)(ii1.02(b)(ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, all Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement (provided, however, that if the number of Registrable Securities requested to be included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii), together with the Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement, exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Company Common Stock included in such underwritten offering pursuant to the Existing Shareholders Agreement shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii), allocated in accordance with the terms of the Existing Shareholders Agreement); and (iv) to the extent that the number of Registrable Securities and Company Common Stock requested to be included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii) and the Existing Shareholders Agreement is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities and Company Common Stock to be included in such registration underwritten offering pursuant to Sections 1.02(a)(i1.02(b)(i) and 1.02(a)(ii)1.02(b)(ii) and the Existing Shareholders Agreement, exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such registration underwritten offering pursuant to this Section 1.02(e)(iii1.02(e)(iv) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being and Company Common Stock included in such registration underwritten offering pursuant to Sections 1.02(a)(i1.02(b)(i) and 1.02(a)(ii)1.02(b)(ii) and the Existing Shareholders Agreement).

Pro Rata Participation in Demand Registrations. If a requested registration pursuant to this Section 1.02 involves an underwritten offering and a majority of the joint lead bookrunning underwriters selected in accordance with Section 1.02(d) shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), the number of securities requested to be included in such registration (including securities which the Company requests to be included) exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following Registrable Securities in the following order: (i) all Registrable Securities of the Requesting Holder requested to be registered by the Requesting Holder included in such registration pursuant to Section 1.02(a)(i); (ii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii) that are not otherwise included in Section 1.02(e)(i) (provided, however, that if the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii), together with the Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities included in such registration pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Section 1.02(a)(i), allocated first, to Universal pro rata between the DW Preferred Holders on the basis of the shares of Registrable Securities Universal each DW Preferred Holder has requested to be included in such registration and second, pro rata among the other Holders referred to in this Section 1.02(e)(ii) on the basis of the shares of Registrable Securities each such other Holder has requested to be included in such registration); and (iii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such registration pursuant to this Section 1.02(e)(iii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii)).

Pro Rata Participation in Demand Registrations. If a requested registration pursuant to this Section 1.02 involves an underwritten offering and a majority of the joint lead bookrunning managing underwriter or underwriters selected in accordance with Section 1.02(d) shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), the number of securities requested to be included in such registration (including securities which the Company requests to be included) exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following Registrable Securities in the following order: (i) all Registrable Securities requested to be registered by the Requesting Holder or Holders pursuant to Section 1.02(a)(i1.02(a); (ii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i1.02(e)(i) is less than the number of securities which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, all other Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii1.02(a) that are not otherwise included in Section 1.02(e)(i) (provided, however, that if the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii1.02(e)(i), together with the all other Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i1.02(a), exceeds the number which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, the number of such Registrable Securities included in such registration pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Section 1.02(a)(i1.02(e)(i), allocated first, to Universal on the basis of the shares of Registrable Securities Universal has requested to be included in such registration and second, pro rata among the other Holders referred to in this Section 1.02(e)(ii1.02(a) on the basis of the shares of Registrable Securities each such other Holder has requested to be included in such registration); and (iii) to the extent that the number of Registrable Securities requested to be included in such registration pursuant to Sections 1.02(a)(i1.02(e)(i) and 1.02(a)(ii1.02(e)(ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities to be included in such registration pursuant to Sections 1.02(a)(i1.02(e)(i) and 1.02(a)(ii1.02(e)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such registration pursuant to this Section 1.02(e)(iii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Sections 1.02(a)(i1.02(e)(i) and 1.02(a)(ii1.02(e)(ii)).

Pro Rata Participation in Demand Registrations. If requested by Cardinal, the Bank and all other holders of Cardinal securities of the same or similar class as the Registrable Securities proposing to distribute their Registrable Securities and such other Cardinal securities as to which such other holders have registration rights similar, for purposes of this Section 8(a), to those granted to the Bank under Section 1 of this Agreement and/or, for purposes of Section 8(b) hereof, to those granted to the Bank under Section 2 of this Agreement (collectively, the "Subject Securities"), through an underwriting shall enter into an underwriting agreement in customary 105 form with the representative of the underwriter or underwriters selected for such underwriting by the holders of a majority (by number of shares) of the Registrable Securities and the Subject Securities requesting registration and reasonably acceptable to Cardinal. If a requested registration pursuant to this Section 1.02 1 involves an underwritten offering offering, and a majority if the managing underwriter shall advise Cardinal, the Bank and the holders of the joint lead bookrunning underwriters selected Subject Securities requesting to be included in accordance with Section 1.02(d) shall advise the Company registration in writing that, in their its good faith view (based primarily upon prevailing market conditions)opinion, the number of securities proposed to be included in the registration (including securities proposed to be registered for the account of Cardinal) exceeds the number which can be sold in such offering without otherwise having an adverse effect on such offering, including the price at which such shares can be sold, Cardinal will include in such registration the maximum number of securities which it is so advised can be sold without such an adverse effect, allocated as follows: (i) first, to the Registrable Securities and the Subject Securities requested to be included in such registration (including securities which except for any Subject Securities referred to in clause (ii) immediately following), if necessary, allocated pro rata among all such requesting selling shareholders on the Company requests to be included) exceeds basis of the largest relative number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following shares of Registrable Securities in the following order: (i) all Registrable or Subject Securities each such holder has requested to be registered by the Requesting Holder pursuant to Section 1.02(a)(i);included in such registration, (ii) second, to the extent that the number of Registrable those Subject Securities requested to be included in such registration pursuant by holders whose registration rights are made expressly subordinate to Section 1.02(a)(i) is less than those of the number Bank and any other holder of securities which the Company has been advised can be sold in such offering without having the negative effect Subject Securities referred to above, all Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii) that are not otherwise included in Section 1.02(e)(ithe immediately preceding clause (i) (provided, however, that if the number of Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(ii), together with the Registrable Securities requested to be included in such registration pursuant to Section 1.02(a)(i), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities included in such registration pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Section 1.02(a)(i)necessary, allocated first, to Universal pro rata among all such requesting selling shareholders on the basis of the relative number of shares of Registrable Securities Universal has requested to be included in such registration and second, pro rata among the other Holders referred to in this Section 1.02(e)(ii) on the basis of the shares of Registrable Subject Securities each such other Holder holder has requested to be included in such registration); , and (iii) third, to the extent that the number of Registrable Securities requested any other securities proposed to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii) is, in the aggregate, less than the number of (including Cardinal securities which the Company has been advised can be sold in such offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities to be included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such registration pursuant to this Section 1.02(e)(iii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such registration pursuant to Sections 1.02(a)(i) and 1.02(a)(ii)are not Subject Securities).