Common use of Registration of Other Securities Clause in Contracts

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) the registration rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, (iii) the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, and (B) the concurrent right of Series B Persons, Series C Persons, Series D Persons, Series E Persons, and persons holding securities obtained through the exercise of warrants issued to certain placement agents and finders in connection with the sale of the Company's Series E Convertible Preferred Stock (the "Warrant Purchasers") requesting registration pursuant to the Series B Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Series C Registration Rights Agreement, dated as of April 11the Series D Registration Rights Agreement, 2000the Series E Registration Rights Agreement, among and/or the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the agreement granting registration rights agreement, dated as of January 12, 2001, by and among to the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. Warrant Purchasers (all the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Warrant Purchasers and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons Series D Persons, Series E Persons, Warrant Purchasers and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance with Series B Registration Rights Agreement, the number of securities proposed to be included by Series C Registration Rights Agreement, the other stockholders with such rightsSeries D Registration Rights Agreement, the Series E Registration Rights Agreement, the Warrant Purchaser Registration Agreement or this Agreement, as the case may be.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, and (B) the concurrent right of Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, and persons holding securities obtained through the exercise of warrants issued to certain placement agents and finders in connection with the sale of the Company's Series E Convertible Preferred Stock (the "Warrant Purchasers") requesting registration pursuant to the Series B Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Series C Registration Rights Agreement, dated as of April 11the Series D Registration Rights Agreement, 2000the Series E Registration Rights Agreement, among the CompanySeries F Registration Rights Agreement, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) Grelan Series F Registration Rights Agreement, the Series G Registration Rights Agreement and/or the agreement granting registration rights agreement, dated as of January 12, 2001, by and among to the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. Warrant Purchasers (all the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant Purchasers and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant Purchasers and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance with Series B Registration Rights Agreement, the number of securities proposed to be included by Series C Registration Rights Agreement, the other stockholders with such rightsSeries D Registration Rights Agreement, the Series E Registration Rights Agreement, the Series F Registration Rights Agreement, the Grelan Series F Registration Rights Agreement, the Series G Registration Rights Agreement, the Warrant Purchaser Registration Agreement or this Agreement, as the case may be.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, and (B) the concurrent right of Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons and persons holding securities obtained through the exercise of warrants issued to certain placement agents and finders in connection with the sale of the Company's Series E Convertible Preferred Stock (the "Warrant Purchasers") requesting registration pursuant to the Series B Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Series C Registration Rights Agreement, dated as of April 11the Series D Registration Rights Agreement, 2000the Series E Registration Rights Agreement, among the CompanySeries F Registration Rights Agreement, Xxxxxxx Xxxxx 3 and and/or the other persons party thereto and (v) the agreement granting registration rights agreement, dated as of January 12, 2001, by and among to the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. Warrant Purchasers (all the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Warrant Purchasers and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons Series D Persons, Series E Persons, Series F Persons, Warrant Purchasers and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance with Series B Registration Rights Agreement, the number of securities proposed to be included by Series C Registration Rights Agreement, the other stockholders with such rightsSeries D Registration Rights Agreement, the Series E Registration Rights Agreement, the Series F Registration Rights Agreement, the Warrant Purchaser Registration Agreement or this Agreement, as the case may be.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in a request by writing to the managing underwriters for a reduction in inclusion of such other securities. The rights of Holders hereunder to include the number of Registrable Securities requested to be so registeredregistered by such Holders in such registration shall be prior to the right of Series B Persons, except as required by Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons and persons holding securities obtained through the terms exercise of warrants issued to certain placement agents and finders in connection with the sale of the Company's Series E Convertible Preferred Stock (ithe "Series E Warrant Purchasers") requesting registration rights agreements in effect on January 20, 2000, (ii) pursuant to the registration rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, (iii) the Warrant Registration Rights Agreement, dated as of December 18, 1997, granted by and among the Company to such Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons, and Series E Warrant Purchasers (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration whether pursuant to this Section 2.1, together with other "demand" or "piggyback" registration rights) to include securities requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except (i) as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) as required by the terms of the registration rights agreement, dated as of June 16, 2000, agreement to be entered into between NM Acquisition Corp. and Xxxxx X. XxXxxCraig O. McCaw, the form of which is attached as Exhibit X xx xxx Xxxxxr Agreement, (iii) as required by the terms of the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, thereto and (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx Stanley Marsh 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration xxxx xxxxxxxxtion rights agreements, collectively, the “"Existing Registration Rights Agreements”"). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the Warrant Registration Rights Agreementprior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (ivB) the Registration Rights Agreementconcurrent right of Series B Persons, dated as Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons, and persons holding securities obtained through the exercise of April 11, 2000, among warrants issued to certain placement agents and finders in connection with the sale of the Company, Xxxxxxx Xxxxx 3 and 's Series E Convertible Preferred Stock (the other persons party thereto and (v"Series E Warrant Purchasers") requesting registration pursuant to the registration rights agreementgranted by the Company to such Series B Persons, dated as of January 12Series C Persons, 2001Series D Persons, by Series E Persons, Series F Persons, Series G Persons, Series H Persons, and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. Series E Warrant Purchasers (all whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons, Series E Warrant Purchasers and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons, Series E Warrant Purchasers and Holders that are requested to be included in such registration pursuant to the registration rights granted by any the Company to such Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons, Series E Warrant Purchasers or Holders, as the case may be; provided, however, that the rights of Takeda as a Holder hereunder shall, to the extent determined by Takeda to be appropriate for sales by Takeda pursuant to Section 8.4(e) of the Alliance Agreement, be a prior right of Takeda to such extent (whether pursuant to "demand" or "piggyback" registration rights) and in preference to the registration rights of other holder having the right Holders and Series A Persons, Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons and Series E Warrant Purchasers to include securities on a pro rata basis Registrable Securities requested by Takeda to be registered in accordance with such registration to the extent of 50% of the total number of securities proposed shares to be included by registered for the account of selling shareholders (and in place of the rights Takeda would otherwise have to participate in registration rights as to the remaining 50% balance of shares to be registered for the account of selling shareholders, except to the extent other stockholders with selling shareholders do not request registration as to such rightsremaining balance).

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) the registration rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxxCraig O. McCaw, (iii) the Warrant Registration Rights Agreement, dated as of December xxxxx xx xx Xxcember 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx Stanley Marsh 3 and the other persons party thereto and (v) the registration rights rxxxxxxxxxxx xights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Salomon Smith Barney Inc. and XxxxxxxGoldman, Sachs & Co. (all such registration rights agreementsregixxxxxxxx xxxxtx xxxxements, collectivelycoxxxxxxxely, the “"Existing Registration Rights Agreements”"). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 3.1 in connection with an underwritten offering and sale of Registrable Securities by the Purchasers one or more Selling Holders of Registrable Securities, no securities subject to the following sentence and Section 3.1(f) below, (i) any person other than Registrable Securities a Selling Holder who holds registration rights with respect to securities of the Company (each, a "Registration Rights Holder"), shall have the right to include, to the extent provided in the relevant agreement between the Company and the Registration Rights Holder, in the registration made pursuant to this Section 3.1 the securities held by the Registration Rights Holders to which such registration rights relate, and (ii) the Company shall have the right to include in the registration made pursuant to this Section 3.1 securities to be issued by the Company (the securities for which Registration Rights Holders and the Company can so require registration are referred to in this Agreement as "Additional Securities"). No Additional Securities, however, shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) the registration rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, (iii) the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration made pursuant to this Section 2.13.1 if, together with other securities requested to be included in such registrationcase of an underwritten offering, would result in a request by the managing underwriters for a reduction underwriter of such offering shall have advised the Company and any Registration Rights Holder seeking to have Additional Securities covered by such registration in writing that the inclusion of such Additional Securities would adversely affect such offering, in which case the number of such Registrable Additional Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant shall be limited to this Section 2.1the number that will not, in the judgment of the managing underwriter, adversely affect the offering (B) the securities proposed such limited number to be included by allocated promptly (so as not to interfere with the Company, and then (C) any other securities timing of the offering) between the Company requested to be included in such registration by any other holder having and the right to include securities on a pro rata basis in accordance with affected Registration Rights Holders as the number of securities proposed to be included by the other stockholders with such rightsCompany shall determine).

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51 % or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the Warrant prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, and (B) the .concurrent right of Series B Persons requesting registration pursuant to the Series B Registration Rights AgreementAgreement (whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration on a pro rata basis with the Registrable Securities of Holders to be included in such registration, dated as of December 18, 1997, by and among the Company so that (as successor to Concentric Network Corporation) and certain other parties thereto, (ivI) the ratio of (w) the amount of securities held by Series B Persons and included in such registration pursuant to the Series B Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and Agreement to (vx) the registration rights agreement, dated as amount of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities of Holders included in such registration, shall equal (II) the ratio of (y) the total amount of securities held by Series B Persons and requested to be included in a such registration pursuant to this Section 2.1, together with other securities the Series B Registration Rights Agreement to (z) the total amount of Registrable Securities of Holders requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, (iiiHolders hereunder shall be subject to A) the Warrant Registration Rights Agreement, dated as prior right of December 18, 1997, by and among Series A Persons requesting registration whether pursuant to "demand" or "piggyback" registration rights) to include all of the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities securities requested to be included registered by such Series A Persons in a such registration, and (B) the concurrent right of Series B Persons and Series C Persons requesting registration pursuant to this Section 2.1, together the Series B Registration Rights Agreement and/or the Series C Registration Rights Agreement (whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration on a pro rata basis with other securities requested the Registrable Securities of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance with Series B Registration Rights Agreement, the number of securities proposed to be included by Series C Registration Rights Agreement or this Agreement, as the other stockholders with such rightscase may be.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the Warrant prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, and (B) the concurrent right of Series B Persons, Series C Persons, Series D Persons, Series F Persons, and Series G Persons requesting registration pursuant to the Series B Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Series C Registration Rights Agreement, dated as of April 11the Series D Registration Rights Agreement, 2000the Series F Registration Rights Agreement, among the CompanyGrelan Series F Registration Rights Agreement, Xxxxxxx Xxxxx 3 and and/or the other persons party thereto and Series G Registration Rights Agreements (vwhether pursuant to "demand" or "piggyback" registration rights) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons, Series F Persons, Series G Persons and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons, Series D Persons, Series F Persons, Series G Persons and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series D Registration Rights Agreement, the Series F Registration Rights Agreement, the Grelan Series F Registration Rights Agreement, the Series G Registration Rights Agreements or Registration Rights Agreements with the number of securities proposed to be included by Holders, as the other stockholders with such rightscase may be.

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 3.1 in connection with an underwritten offering and sale of Registrable Securities by the Purchasers one or more Selling Holders of Registrable Securities, no securities subject to the following sentence and Section 3.1(f) below, (i) any Person other than Registrable Securities a Selling Holder who holds registration rights with respect to securities of the Company (each, a "Registration Rights Holder"), shall have the right to include, to the extent provided in the relevant agreement between the Company and the Registration Rights Holder, in the registration made pursuant to this Section 3.1 the securities held by the Registration Rights Holders to which such registration rights relate, and (ii) the Company shall have the right to include in the registration made pursuant to this Section 3.1 securities to be issued by the Company (the securities for which Registration Rights Holders and the Company can so require registration are referred to in this Agreement as "Additional Securities"). No Additional Securities, however, shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) the registration rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, (iii) the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration made pursuant to this Section 2.13.1 if, together with other securities requested to be included in such registrationcase of an underwritten offering, would result in a request by the managing underwriters for a reduction underwriter of such offering shall have advised the Company and any Registration Rights Holder seeking to have Additional Securities covered by such registration in writing that the inclusion of such Additional Securities would adversely affect such offering, in which case the number of such Registrable Additional Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant shall be limited to this Section 2.1the number that will not, in the judgment of the managing underwriter, adversely affect the offering (B) the securities proposed such limited number to be included by allocated promptly (so as not to interfere with the Company, and then (C) any other securities timing of the offering) between the Company requested to be included in such registration by any other holder having and the right to include securities on a pro rata basis in accordance with affected Registration Rights Holders as the number of securities proposed to be included by the other stockholders with such rightsCompany shall determine).

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the Warrant Registration Rights Agreementprior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (ivB) the Registration Rights Agreementconcurrent right of Series B Persons, dated as Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons and persons holding securities obtained through the exercise of April 11, 2000, among warrants issued to certain placement agents and finders in connection with the sale of the Company, Xxxxxxx Xxxxx 3 and 's Series E Convertible Preferred Stock (the other persons party thereto and (v"Series E Warrant Purchasers") requesting registration pursuant to the registration rights agreementgranted by the Company to such Series B Persons, dated as of January 12Series C Persons, 2001Series D Persons, by Series E Persons, Series F Persons, Series G Persons, and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. Series E Warrant Purchasers (all whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series E Warrant Purchasers and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series E Warrant Purchasers and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included registration rights granted by the other stockholders with Company to such rightsSeries B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series E Warrant Purchasers or Holders, as the case may be.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 3.1 in connection with an underwritten offering and sale of Registrable Securities by the Purchasers one or more Selling Holders of Registrable Securities, no securities subject to the following sentence and Section 3.1(f) below, (i) any Person other than Registrable Securities a Selling Holder who holds registration rights with respect to securities of the Company (each, a "Registration Rights Holder"), shall have the right to include, to the extent provided in the relevant agreement between the Company and the Registration Rights Holder, in the registration made pursuant to this Section 3.1 the securities held by the Registration Rights Holders to which such registration rights relate, and (ii) the Company shall have the right to include in the registration made pursuant to this Section 3.1 securities to be issued by the Company (the securities for which Registration Rights Holders and the Company can so require registration are referred to in this Agreement as "Additional Securities"). No Additional Securities, however, shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) the registration rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, (iii) the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration made pursuant to this Section 2.13.1 if, together with other securities requested to be included in such registrationcase of an underwritten offering, would result in a request by the managing underwriters for a reduction underwriter of such offering shall have advised the Company and any Registration Rights Holder seeking to have Additional Securities covered by such registration in writing that the inclusion of such Additional Securities would adversely affect such offering, in which case the number of such Registrable Additional Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant shall be limited to this Section 2.1the number that will not, in the judgment of the managing underwriter, adversely affect the offering (B) the securities proposed such limited number to be included by allocated promptly (so as not to interfere with the Company, and then (C) any other securities timing of the offering) between the Company requested to be included in such registration by any other holder having and the right to include securities on a pro rata basis in accordance with affected Registration Rights Holders as the number of securities proposed to be included by the other stockholders with such rightsCompany shall determine).

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except (i) as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) as required by the terms of the registration rights agreement, dated as of June 16, 2000, agreement to be entered into between NM Acquisition Corp. and Xxxxx X. XxXxx, the form of which is attached as Exhibit D to the Merger Agreement, (iii) as required by the terms of the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, thereto and (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “"Existing Registration Rights Agreements”"). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration if inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except (i) as required by the terms of (i) registration rights agreements in effect on January 20, 2000, (ii) as required by the terms of the registration rights agreement, dated as of June 16, 2000, agreement to be entered into between NM Acquisition Corp. and Xxxxx Craix X. XxXxx, xxe form of which is attached as Exhibit D to the Merger Agreement, (iii) as required by the terms of the Warrant Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, thereto and (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Company, Xxxxxxx Stanxxx Xxxxx 3 and 0 xnd the other persons party thereto and (v) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all such registration rights agreements, collectively, the “"Existing Registration Rights Agreements”"). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested to be included in such registration, would result in a request by the managing underwriters for a reduction in the number of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be included in such registration statement pursuant to this Section 2.1, (B) the securities proposed to be included by the Company, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities on a pro rata basis in accordance with the number of securities proposed to be included by the other stockholders with such rights.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by the Purchasers of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration if unless (i) the managing underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would result in a request by the managing underwriters for a reduction in the number of Registrable Securities requested to be so registered, except as required by the terms of (i) registration rights agreements in effect on January 20, 2000, not adversely affect such offering or (ii) the Holders of more than 51% or more of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights agreement, dated as of June 16, 2000, between NM Acquisition Corp. and Xxxxx X. XxXxx, Holders hereunder shall be subject to (iiiA) the Warrant prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities requested to be registered by such Series A Persons in such registration, and (B) the concurrent right of Series B Persons, Series C Persons, and Series D Persons requesting registration pursuant to the Series B Registration Rights Agreement, dated as of December 18, 1997, by and among the Company (as successor to Concentric Network Corporation) and certain other parties thereto, (iv) the Series C Registration Rights Agreement, dated as of April 11, 2000, among Agreement and/or the Company, Xxxxxxx Xxxxx 3 and the other persons party thereto and Series D Registration Rights Agreement (vwhether pursuant to "demand" or "piggyback" registration rights) the registration rights agreement, dated as of January 12, 2001, by and among the Company, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxx, Sachs & Co. (all to include securities in such registration rights agreements, collectively, on a pro rata basis with the “Existing Registration Rights Agreements”). If such Registrable Securities requested to be included in a registration pursuant to this Section 2.1, together with other securities requested of Holders to be included in such registration, would result in a request by so that the managing underwriters for a reduction in the number relative proportion of such Registrable Securities and other securities requested to be so registered, then the Company will be required to include in such registration only the amount of Registrable Securities securities held by Series B Persons, Series C Persons, Series D Persons and other securities which it is so advised can be included in such registration. In such event, securities shall be registered, subject to the terms of the Existing Registration Rights Agreements, in the following priority: (A) the Registrable Securities requested by the Purchasers to be Holders that are actually included in such registration statement pursuant to this Section 2.1, (B) is the securities proposed to be included by same as the Company, and then (C) any other securities relative proportion of the Company total amount of securities held by Series B Persons, Series C Persons, Series D Persons and Holders that are requested to be included in such registration by any other holder having pursuant to the right to include securities on a pro rata basis in accordance with Series B Registration Rights Agreement, the number of securities proposed to be included by Series C Registration Rights Agreement, the other stockholders with such rightsSeries D Registration Rights Agreement or this Agreement, as the case may be.