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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, the Series C Registration Rights Agreement, the Series 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 and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 actually included in such registration is the same as the relative proportion of the 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 pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, the Series C Registration Rights Agreement, the Series 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 and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 actually included in such registration is the same as the relative proportion of the total amount of securities held by Series B Persons, Series C Persons, 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 pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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 offeringoffering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 if inclusion of such other securities would not adversely affect such offering or 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 Holders registration rights agreement, dated as 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; providedJune 16, however2000, that the rights of Holders hereunder shall be subject to between NM Acquisition Corp. and Xxxxx X. XxXxx, (Aiii) 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 Series C 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 Series D 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 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 and/or the agreement granting Agreements”). If such Registrable Securities requested to be included in a registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include this Section 2.1, together with other securities in such registration on a pro rata basis with the 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 that registered, then the relative proportion of Company will be required to include in such registration only the amount of Registrable Securities and other securities held 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 Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant the Purchasers and Holders that are actually to be included in such registration is statement pursuant to this Section 2.1, (B) the same as securities proposed to be included by the relative proportion Company, and then (C) any other securities of the 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 Company requested to be included in such registration pursuant by any other holder having the right to include securities on a pro rata basis in accordance with the Series B Registration Rights Agreement, number of securities proposed to be included by the Series C Registration Rights Agreement, the Series 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 beother 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 offeringoffering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 if inclusion of such other securities would not adversely affect such offering or 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 registration rights agreements in effect on January 20, 2000, (ii) as required by the Holders terms of more than 51% or more of all Registrable Securities the registration rights agreement to be covered by such registration shall have consented in writing entered into between NM Acquisition Corp. and Craix X. XxXxx, xxe form of which is attached as Exhibit D to the inclusion of such other securities; providedMerger Agreement, however, that (iii) as required by the rights of Holders hereunder shall be subject to (A) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all terms 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 Series C Company (as successor to Concentric Network Corporation) and certain other parties thereto and (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Series D Company, Stanxxx Xxxxx 0 xnd the other persons party thereto (all such registration rights agreements, collectively, the "Existing 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 and/or the agreement granting Agreements"). If such Registrable Securities requested to be included in a registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include this Section 2.1, together with other securities in such registration on a pro rata basis with the 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 that registered, then the relative proportion of Company will be required to include in such registration only the amount of Registrable Securities and other securities held 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 Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant the Purchasers and Holders that are actually to be included in such registration is statement pursuant to this Section 2.1, (B) the same as securities proposed to be included by the relative proportion Company, and then (C) any other securities of the 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 Company requested to be included in such registration pursuant by any other holder having the right to include securities on a pro rata basis in accordance with the Series B Registration Rights Agreement, number of securities proposed to be included by the Series C Registration Rights Agreement, the Series 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 beother 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 offeringoffering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 if inclusion of such other securities would not adversely affect such offering or 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 Holders registration rights agreement, dated as 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; providedJune 16, however2000, that the rights of Holders hereunder shall be subject to between NM Acquisition Corp. and Craig O. McCaw, (Aiii) 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, xxxxx xx xx Xxcember 18, 1997, by and among the Series C 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 Series D Company, Stanley Marsh 3 and the other persons party thereto and (v) the rxxxxxxxxxxx xights agreement, dated as of January 12, 2001, by and among the Company, Salomon Smith Barney Inc. and Goldman, Sachs & Co. (all such regixxxxxxxx xxxxtx xxxxements, coxxxxxxxely, the "Existing 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 and/or the agreement granting Agreements"). If such Registrable Securities requested to be included in a registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include this Section 2.1, together with other securities in such registration on a pro rata basis with the 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 that registered, then the relative proportion of Company will be required to include in such registration only the amount of Registrable Securities and other securities held 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 Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant the Purchasers and Holders that are actually to be included in such registration is statement pursuant to this Section 2.1, (B) the same as securities proposed to be included by the relative proportion Company, and then (C) any other securities of the 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 Company requested to be included in such registration pursuant by any other holder having the right to include securities on a pro rata basis in accordance with the Series B Registration Rights Agreement, number of securities proposed to be included by the Series C Registration Rights Agreement, the Series 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 beother 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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, Persons and 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") Persons requesting registration pursuant to the Series B Registration Rights Agreement, Agreement and/or the Series C Registration Rights Agreement, the Series 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 and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 Persons and Holders that are actually included in such registration is the same as the relative proportion of the 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 Persons and Holders that are requested to be included in such registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 . The rights of Holders hereunder shall be subject to (A) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all of the securities Registrable Securities requested to be registered by such Series A Persons Holders in such registration, and (B) registration shall be prior to the concurrent right of Series B Persons, 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 warrants issued to certain placement agents and finders in connection with the sale of the Company's Series E Convertible Preferred Stock (the "Series E Warrant Purchasers") requesting registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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 and/or the agreement granting registration rights granted by the Company to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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, and Series E Warrant Purchasers and Holders that are actually included (whether pursuant to "demand" or "piggyback" registration rights) to include securities in such registration is the same as the relative proportion of the 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 pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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 beregistration.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, 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, the Series C Registration Rights Agreement, the Series 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 and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 actually included in such registration is the same as the relative proportion of the total amount of securities held by Series B Persons, Series C Persons, 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 pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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 offeringoffering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 if inclusion of such other securities would not adversely affect such offering or 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 registration rights agreements in effect on January 20, 2000, (ii) as required by the Holders terms of more than 51% or more of all Registrable Securities the registration rights agreement to be covered by such registration shall have consented in writing entered into between NM Acquisition Corp. and Xxxxx X. XxXxx, the form of which is attached as Exhibit D to the inclusion of such other securities; providedMerger Agreement, however, that (iii) as required by the rights of Holders hereunder shall be subject to (A) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all terms 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 Series C Company (as successor to Concentric Network Corporation) and certain other parties thereto and (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Series D Company, Xxxxxxx Xxxxx 3 and the other persons party thereto (all such registration rights agreements, collectively, the "Existing 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 and/or the agreement granting Agreements"). If such Registrable Securities requested to be included in a registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include this Section 2.1, together with other securities in such registration on a pro rata basis with the 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 that registered, then the relative proportion of Company will be required to include in such registration only the amount of Registrable Securities and other securities held 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 Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant the Purchasers and Holders that are actually to be included in such registration is statement pursuant to this Section 2.1, (B) the same as securities proposed to be included by the relative proportion Company, and then (C) any other securities of the 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 Company requested to be included in such registration pursuant by any other holder having the right to include securities on a pro rata basis in accordance with the Series B Registration Rights Agreement, number of securities proposed to be included by the Series C Registration Rights Agreement, the Series 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 beother 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 offeringoffering by the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 if inclusion of such other securities would not adversely affect such offering or 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 registration rights agreements in effect on January 20, 2000, (ii) as required by the Holders terms of more than 51% or more of all Registrable Securities the registration rights agreement to be covered entered into between NM Acquisition Corp. and Craig O. McCaw, the form of which is attached as Exhibit X xx xxx Xxxxxr Agreement, (iii) as required by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that the rights of Holders hereunder shall be subject to (A) the prior right of Series A Persons requesting registration (whether pursuant to "demand" or "piggyback" registration rights) to include all terms 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 Series C Company (as successor to Concentric Network Corporation) and certain other parties thereto and (iv) the Registration Rights Agreement, dated as of April 11, 2000, among the Series D Company, Stanley Marsh 3 and the other persons party thereto (all xxxx xxxxxxxxtion rights agreements, collectively, the "Existing 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 and/or the agreement granting Agreements"). If such Registrable Securities requested to be included in a registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (whether pursuant to "demand" or "piggyback" registration rights) to include this Section 2.1, together with other securities in such registration on a pro rata basis with the 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 that registered, then the relative proportion of Company will be required to include in such registration only the amount of Registrable Securities and other securities held 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 Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant the Purchasers and Holders that are actually to be included in such registration is statement pursuant to this Section 2.1, (B) the same as securities proposed to be included by the relative proportion Company, and then (C) any other securities of the 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 Company requested to be included in such registration pursuant by any other holder having the right to include securities on a pro rata basis in accordance with the Series B Registration Rights Agreement, number of securities proposed to be included by the Series C Registration Rights Agreement, the Series 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 beother 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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, 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 "Series E Warrant Purchasers") requesting registration pursuant to the registration rights granted by the Company to such Series B Registration Rights AgreementPersons, the Series C Registration Rights AgreementPersons, the Series D Registration Rights AgreementPersons, the Series E Registration Rights AgreementPersons, the Series F Registration Rights AgreementPersons, the Grelan Series F Registration Rights Agreement, the Series G Registration Rights Agreement and/or the agreement granting registration rights to the Persons, and Series E Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 actually included in such registration is the same as the relative proportion of the 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 pursuant to the registration rights granted by the Company to such Series B Registration Rights AgreementPersons, the Series C Registration Rights AgreementPersons, the Series D Registration Rights AgreementPersons, the Series E Registration Rights AgreementPersons, the Series F Registration Rights AgreementPersons, the Grelan Series F Registration Rights Agreement, the Series G Registration Rights AgreementPersons, the Series E Warrant Purchaser Registration Agreement Purchasers or this AgreementHolders, 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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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 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") Persons requesting registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series D Registration Rights Agreement, the Series E Registration Rights Agreement, the Series F Registration Rights Agreement, the Grelan Series F Registration Rights Agreement, and/or the Series G Registration Rights Agreement and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") Agreements (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, so that the relative proportion of the 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 Persons and Holders that are actually included in such registration is the same as the relative proportion of the 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 Persons and Holders that are requested to be included in such registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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, Agreements or Registration Rights Agreements with the Warrant Purchaser Registration Agreement or this AgreementHolders, 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, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 not adversely affect such offering or (ii) the Holders of more than 5151 % 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 of Holders hereunder shall be subject to (A) 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 .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") Persons requesting registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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 and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that (I) the relative proportion ratio of (w) the 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 Persons and Holders that are actually included in such registration is pursuant to the same as Series B Registration Rights Agreement to (x) the relative proportion amount of 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, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Warrant Purchasers Persons and Holders that are requested to be included in such registration pursuant to the Series B Registration Rights Agreement, Agreement to (z) the Series C Registration Rights Agreement, the Series 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 betotal amount of Registrable Securities of Holders requested to be included in such registration.

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, Series H 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 "Series E Warrant Purchasers") requesting registration pursuant to the registration rights granted by the Company to such Series B Registration Rights AgreementPersons, the Series C Registration Rights AgreementPersons, the Series D Registration Rights AgreementPersons, the Series E Registration Rights AgreementPersons, the Series F Registration Rights AgreementPersons, the Grelan Series F Registration Rights Agreement, the Series G Registration Rights Agreement and/or the agreement granting registration rights to the Persons, Series H Persons, and Series E Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 actually included in such registration is the same as the relative proportion of the 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 the Company to such Series B Registration Rights AgreementPersons, the Series C Registration Rights AgreementPersons, the Series D Registration Rights AgreementPersons, the Series E Registration Rights AgreementPersons, the Series F Registration Rights AgreementPersons, the Grelan Series F Registration Rights Agreement, the Series G Registration Rights AgreementPersons, the Series H Persons, Series E Warrant Purchaser Registration Agreement Purchasers or this AgreementHolders, 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 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 Registrable Securities requested by Takeda to be registered in such registration to the extent of 50% of the total number of shares to be 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 selling shareholders do not request registration as to such remaining balance).

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration 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 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 of Holders hereunder shall be subject to (A) 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, and 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") Persons requesting registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, Agreement and/or the Series 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 and/or the agreement granting registration rights to the Warrant Purchasers (the "Warrant Purchaser Registration Agreement") (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, so that the relative proportion of the 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 Persons and Holders that are actually included in such registration is the same as the relative proportion of the 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 Persons and Holders that are requested to be included in such registration pursuant to the Series B Registration Rights Agreement, the Series C Registration Rights Agreement, the Series 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.