Common use of Sale Number Clause in Contracts

Sale Number. (c) Subject to subsection (e) of this Section 4.03, if any registration pursuant to Section 4.02 involves an underwritten offering by any Person(s) (other than a Holder) to whom the Company has granted registration rights which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement, the managing underwriter (as selected by the Company or such other Person) shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “Section 4.03(c) Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include shares in such registration as follows: (i) first, the shares requested to be included in such registration shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 4.02, based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 4.03(c) Sale Number; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 4.03(c) is less than the Section 4.03(c) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Persons requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 4.03(c) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 4.03(c) is less than the Section 4.03(c) Sale Number, the remaining shares to be included in such registration shall be allocated to shares the Company proposes to register for its own account, up to the Section 4.03(c)

Sale Number. (c) Subject to subsection (e) of this Section 4.03, if If any registration or offering made pursuant to Section 4.02 2.2 involves an underwritten primary offering by any Person(s) (other than a Holder) to whom on behalf of the Company has granted registration rights which are not inconsistent with after the rights granted in, or otherwise conflict with date hereof and the terms of, this Agreement, the managing underwriter (as selected by the Company or such other Person) Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest number (the “Section 4.03(c2.3(b) Sale Number”) that can be sold in an orderly manner in such registration underwritten offering within a price range acceptable to the Company, the Company shall include shares in such registration as follows: (i) underwritten offering: first, all equity securities that the shares requested Company proposes to be included in such registration shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 4.02, based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 4.03(c) Sale Number; (ii) register for its own second, to the extent that the number of securities Registrable Securities to be included pursuant to clause (i) of this Section 4.03(c2.3(b) is less than the Section 4.03(c2.3(b) Sale Number, the remaining shares Registrable Securities to be included in such registration underwritten offering shall be allocated on a pro rata basis among all Persons Holders requesting that securities Registrable Securities be included in such registration underwritten offering pursuant to the exercise of Additional Piggyback Rightspiggyback rights pursuant to Section 2.2(a), based on the aggregate number of Piggyback Shares Registrable Securities then owned by each Person such Holder requesting inclusion in relation to the aggregate number of Piggyback Shares Registrable Securities owned by all Persons Holders requesting inclusion, up to the Section 4.03(c2.3(b) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 4.03(c) is less than the Section 4.03(c) Sale Number, the remaining shares to be included in such registration shall be allocated to shares the Company proposes to register for its own account, up to the Section 4.03(c)

Sale Number. (c) Subject to subsection (e) of this Section 4.03, if If any registration pursuant to Section 4.02 2.2 involves an underwritten offering that was initially requested by any Person(s) (other than a Holder) Holder to whom the Company has granted registration rights which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement, Agreement and the managing underwriter (as selected by the Company or such other Person) Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration underwritten offering exceeds the number (the “Section 4.03(c2.3(c) Sale Number”) that can be sold in an orderly manner in such registration underwritten offering within a price range acceptable to the Company, the Company shall include shares in such registration as follows: (i) underwritten offering: first, the shares requested to be included in such registration underwritten offering shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such registration underwritten offering pursuant to the exercise of piggyback rights pursuant to Section 4.022.2(a), based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 4.03(c2.3(c) Sale Number; (ii) ; second, to the extent that the number of securities Registrable Securities to be included pursuant to clause (i) of this Section 4.03(c2.3(c) is less than the Section 4.03(c2.3(c) Sale Number, the remaining shares Registrable Securities to be included in such registration underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such registration underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 4.03(c2.3(c) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 4.03(c) is less than the Section 4.03(c) Sale Number, the remaining shares to be included in such registration shall be allocated to shares the Company proposes to register for its own account, up to the Section 4.03(c)

Sale Number. (c) Subject to subsection (e) of this Section 4.03, if If any registration pursuant to Section 4.02 2.3 involves an underwritten offering by any Person(s) (other than a Holder) Holder to whom the Company has granted registration rights which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement, the managing underwriter Manager (as selected by the Company or such other Person) shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “Section 4.03(c2.4(c) Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include shares in such registration as follows: : (i) first, the shares requested to be included in such registration shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 4.022.3, based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 4.03(c2.4(c) Sale Number; ; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 4.03(c2.4(c) is less than the Section 4.03(c2.4(c) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Persons requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 4.03(c2.4(c) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 4.03(c) is less than the Section 4.03(c) Sale Number, the remaining shares to be included in such registration shall be allocated to shares the Company proposes to register for its own account, up to the Section 4.03(c)

Sale Number. (c) Subject to subsection (e) of this Section 4.032.3, if any registration pursuant to Section 4.02 2.2 involves an underwritten offering by any Person(s) (other than a Holder) Holder to whom the Company has granted registration rights which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement, the managing underwriter Manager (as selected by the Company or such other Person) shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “Section 4.03(c2.3(c) Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include shares in such registration as follows: (i) first, the shares requested to be included in such registration shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 4.022.2, based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 4.03(c2.3(c) Sale Number, as adjusted to give effect to any Carryover Amount(s) for any such Holder; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 4.03(c2.3(c) is less than the Section 4.03(c2.3(c) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Persons requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 4.03(c2.3(c) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 4.03(c2.3(c) is less than the Section 4.03(c2.3(c) Sale Number, the remaining shares to be included in such registration shall be allocated to shares the Company proposes to register for its own account, up to the Section 4.03(c2.3(c)