Common use of Secondary Offering Clause in Contracts

Secondary Offering. If the Company receives a written notice from the Holders of at least 20% of the Registrable Securities then outstanding that they desire to distribute the Registrable Securities held by them (or a portion thereof) by means of an underwritten offering or a block trade, the Company shall use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such an offering of the Registrable Securities (a “Secondary Offering”); provided, however, that the Company shall only be obligated to effect a Secondary Offering if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000. The underwriter(s) or investment bank(s) will be selected by the Holders of a majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the Company. All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d), if the underwriter(s) or investment bank(s) advise(s) such Holders that marketing factors require a limitation on the number of shares to be offered in the Secondary Offering, then the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of Registrable Securities in proportion (as nearly as practicable) to the number of Registrable Securities owned by each such Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; and (ii) second to all other holders of securities included in the Secondary Offering.

Secondary Offering. If the Company receives a written notice from the a Holder or Holders of at least 20% of the Registrable Securities then outstanding (the “Requesting Holders”) that they desire to distribute the Registrable Securities held by them (or a portion thereof) of at least (i) 3,000,000 shares of Registrable Securities (as adjusted for any stock split, dividend, combination or other recapitalization from the date hereof) or (ii) an estimated market value of at least $10,000,000, in either case by means of an underwritten offering or a block tradetrade (a “Secondary Offering”), the Company shall shall: (i) use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such an Secondary Offering; and (ii) promptly give notice of such Secondary Offering (each such request shall be referred to herein as a “Demand Takedown”) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Secondary Offering to the other Holders and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Secondary Offering of: (A) subject to the restrictions set forth in this Section 3(d), all Registrable Securities for which the Requesting Holders have requested to be included in such Secondary Offering, and (B) subject to the restrictions set forth in this Section 3(d), all other Registrable Securities that any other Holders (all such other Holders, together with the Requesting Holders, the “Selling Holders”) have requested the Company to offer in such Secondary Offering by request received by the Company within five (5) Business Days after the Company has delivered notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities (a “Secondary Offering”); provided, however, that the so to be offered. The Company shall only be obligated required to effect a effectuate one Secondary Offering if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000within any six-month period. The underwriter(s) or investment bank(s) will be selected by the Holders of a majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the CompanyCompany (such approval not to be unreasonably conditioned, withheld or delayed). All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including including, if requested by the managing underwriter or investment bank, any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d), if the underwriter(s) or investment bank(s) advise(s) such managing underwriter in good faith advises the Selling Holders and the Company in writing that marketing factors require a limitation on the number inclusion of shares all Registrable Securities proposed to be offered in included by the Secondary OfferingSelling Holders would materially and adversely interfere with the successful marketing of such offering, then the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of first, the Registrable Securities to be included in such Secondary Offering by the Selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned proposed to be sold by each such Selling Holder or in such other proportion as shall mutually be agreed to by all such selling Selling Holders; and (ii) second to the Company, if the Company desires to sell any shares of Common Stock or other securities in such offering and (iii) third to all other holders of securities included in the Secondary Offering. The provisions of this Section 3(d) shall apply, mutatis mutandis, to any future registration rights agreements entered into by the Company such that the Company shall be required to give notice of a Secondary Offering (or equivalent term) under such other registration rights agreement to Holders and permit Holders to participate in such Secondary Offering as Selling Holders.

Secondary Offering. If the Company receives a written notice from the a Holder or Holders of at least twenty percent (20% %) of the Registrable Securities then outstanding (the “Requesting Holders”) that they desire to distribute the Registrable Securities held by them (or a portion thereof) of at least (i) 3,000,000 shares of Registrable Securities (as adjusted for any stock split, dividend, combination or other recapitalization from the date hereof) or (ii) an estimated market value of at least $10,000,000, in either case by means of an underwritten offering or a block tradetrade (a “Secondary Offering”), the Company shall shall: (i) use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such an Secondary Offering; and (ii) promptly give notice of such Secondary Offering (each such request shall be referred to herein as a “Demand Takedown”) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Secondary Offering to the other Holders and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Secondary Offering of: (A) subject to the restrictions set forth in this Section 3(c), all Registrable Securities for which the Requesting Holders have requested to be included in such Secondary Offering, and (B) subject to the restrictions set forth in this Section 3(c), all other Registrable Securities that any other Holders (all such other Holders, together with the Requesting Holders, the “Selling Holders”) have requested the Company to offer in such Secondary Offering by request received by the Company within five (5) Business Days after the Company has delivered notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities (a “Secondary Offering”); provided, however, that the so to be offered. The Company shall only be obligated required to effect a effectuate one Secondary Offering if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000within any six-month period. The underwriter(s) or investment bank(s) will be selected by the Holders of a majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the CompanyCompany (such approval not to be unreasonably conditioned, withheld or delayed). All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including including, if requested by the managing underwriter or investment bank, any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d3(c), if the underwriter(s) or investment bank(s) advise(s) such managing underwriter in good faith advises the Selling Holders and the Company in writing that marketing factors require a limitation on the number inclusion of shares all Registrable Securities proposed to be offered in included by the Secondary OfferingSelling Holders would materially and adversely interfere with the successful marketing of such offering, then the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of first, the Registrable Securities to be included in such Secondary Offering by the Selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned proposed to be sold by each such Selling Holder or in such other proportion as shall mutually be agreed to by all such selling Selling Holders; and (ii) second to the Company, if the Company desires to sell any shares of Common Stock or other securities in such offering and (iii) third to all other holders of securities included in the Secondary Offering. The provisions of this Section 3(c) shall apply, mutatis mutandis, to any future registration rights agreements entered into by the Company such that the Company shall be required to give notice of a Secondary Offering (or equivalent term) under such other registration rights agreement to Holders and permit Holders to participate in such Secondary Offering as Selling Holders.

Secondary Offering. If the Company receives a written notice from the Holders of at least 20% of the Registrable Securities then outstanding that they desire to distribute the Registrable Securities held by them (or a portion thereofa) by means of an underwritten offering or a block trade, the Company shall THE BUYER SHALL: (i) use its commercially reasonable efforts to promptly engage one file a registration statement on Form F-1 (the "SECONDARY REGISTRATION STATEMENT") with the SEC within 90 days after the Closing in order to register the resale by the Shareholders of Buyer Shares in an underwritten public offering led by an underwriter selected by the Buyer equal to any number of Buyer Shares not subject to the lock-up as set forth in Section 5.2(i) provided, however, that the aggregate market value of the Buyer Shares registered for resale shall not be less than US$100,000,000 or more underwriter(sthan US$300,000,000 (including any over-allotment option) or investment bank(s(based upon the average closing price quoted on the Nasdaq National Market for the five trading days ending on the fifth day prior to the filing of such Registration Statement); and (ii) to conduct upon the effectiveness of such Registration Statement, facilitate an underwritten secondary public offering (the "SECONDARY OFFERING") led by an underwriter selected by the Buyer of the Registrable Securities <PAGE> - 38 - Buyer Shares registered under the Secondary Registration Statement; (iii) have the right, however, to (A) postpone such filing of the Secondary Registration Statement or facilitation of such Secondary Offering for a “period of up to 90 days after the Closing if the Buyer is engaged in any bona fide proposal for a merger, acquisition or material financing which, in the good faith determination of the Board of Directors of the Buyer, would be adversely affected by the Registration Statement or the Offering to the material detriment of the Buyer, or (B) need not make such effort to file the Registration Statement or facilitate such Offering if the Board determines in good faith after consulting with the Buyer's financial advisors that the Offering would materially adversely affect the existing shareholders of the Buyer due to the capital market conditions at such time. (b) In connection with the Secondary Offering”), the Buyer and the Shareholders shall agree to execute an underwriting agreement with the underwriter of the Secondary Offering which is customary for secondary equity offerings, including 90-day "market stand-off" provisions. (c) The Buyer shall be obligated to pay any expenses incurred in connection with the preparation and filing of the Secondary Registration Statement, and the Shareholders shall be obligated to pay any underwriting commissions or discounts in connection with the Secondary Offering. (d) The Buyer and the Shareholders shall enter into customary indemnification arrangements, pursuant to which the Buyer shall indemnify the Shareholders with respect to any misstatements or omissions made in the Secondary Registration Statement relating to the Buyer; provided, however, that the Buyer will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in connection with the business and financial information relating to the Company prior to the Closing. (e) If the Secondary Offering is not completed by March 30, 2001, the Shareholders may make one written request (which request shall only be made by Xx. Xxxxxxxxxxx on behalf of the Shareholders) to the Buyer to register, and the Buyer shall register, under the Securities Act (other than pursuant to a Registration Statement on Form F-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATION") for any number of Buyer Shares not subject to the lock-up as set forth in Section 5.2(i) received by the Shareholders pursuant to this Agreement for the resale of such shares in an underwritten public offering led by an underwriter selected by the <PAGE> - 39 - Shareholders and subject to the prior consent of the Buyer, which consent shall not be unreasonably withheld; provided that the Buyer shall not be obligated to effect (x) more than one Demand Registration for the Shareholders or (y) a Secondary Offering Demand Registration if such offering shall include securities the Shareholders propose to sell Buyer Shares with a total offering an aggregate price (including piggyback securities and before deduction based upon the average closing price quoted on the Nasdaq National Market for the five trading days ending on the fifth day prior to the date of underwriting discountssuch request) reasonably expected of less than US$100,000,000 or not more than US$300,000,000. If at the time the Demand Registration is made pursuant to exceedthis Section 4.9(e), the Buyer is engaged in any bona fide proposal for a merger, acquisition or material financing which, in the aggregategood faith determination of the Board of Directors of the Buyer, $5,000,000would be adversely affected by the Demand Registration to the material detriment of the Buyer, then the Buyer may at its option direct that such request be delayed for a reasonable period not in excess of 90 days from the date of the written request. The underwriter(s) or investment bank(s) will request for a Demand Registration by the Shareholders shall state the amount of the Buyer Shares proposed to be sold and the lead underwriter selected by the Holders Shareholders. The Buyer shall be obligated to pay any expenses incurred in connection with the Demand Registration and the Shareholders shall be obligated to pay any underwriting commissions or discounts in connection with the Demand Registration. It being understood that such sales by Shareholders in Section 4.9 shall be made only to U.S. residents through the Nasdaq National Market. (f) Without limiting or otherwise restricting the rights granted to the Shareholders pursuant to this Section 4.9 or Section 6.3, if the Buyer proposes to register (including for this purpose a registration effected by the Buyer for stockholders other than the Shareholders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than a majority registration relating solely to the sale of securities to participants in a Buyer employee benefit plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities held by all Holders providing Buyer Shares), the Buyer shall, within five (5) days before the anticipated filing date, give each Shareholder written notice of such registration. Upon the written request of any Shareholder given within five (5) days after the date of such notice and reasonably acceptable by the Buyer, the Buyer shall, subject to the Companyprovisions of this Section, cause to be registered under the Securities Act all of the Buyer Shares that each such Shareholder has requested to be registered. All Holders proposing The failure of any Shareholder to distribute their securities through respond within such Secondary Offering five-day period shall enter into an underwriting agreement or other agreement(sbe deemed to be a waiver of such Shareholder's rights under this Section 4.9(f), including any lock-up only with respect to the particular registration for which notice has been given. If a Shareholder sends the Buyer a written request for inclusion of part or market standoff agreementsall of such Shareholder's Buyer Shares in a registration, in customary form with the underwriter(s) such Shareholder shall not be entitled to withdraw or investment bank(s) selected for revoke such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority request without prior written consent of the Registrable Securities Buyer in its sole discretion unless, as a result of <PAGE> - 40 - facts or circumstances arising after the date on which such request was made relating to be offered the Buyer or to market conditions, such Shareholder reasonably determines that participation in such Secondary Offeringregistration would have a material adverse effect on such Shareholder. In connection with a Secondary Offeringany offering involving an underwriting of shares of the Buyer's capital stock, the Company Buyer shall enter into and perform its obligations not be required under an this Section 4.9(f) to include any of the Buyer Shares in such underwriting agreement or other agreement(s), in usual and customary form unless the Shareholders accept the terms of the underwriting as may be mutually agreed upon among between the Company, the underwriter(s) or investment bank(s) Buyer and the Holders underwriters selected by it (or by other persons entitled to select the underwriters). If the total amount of a majority of the Registrable Securities securities, including Buyer Shares requested by Shareholders to be included in such Secondary Offering. Notwithstanding any other provision offering, exceeds the amount of this Section 3(dsecurities that the underwriters determine in their sole discretion is compatible with the success of the offering in view of the market conditions, then the Buyer shall be required to include in the offering only that number of such securities, including Buyer Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering, FIRST all of the securities to be offered for the account of the Buyer, SECOND, the securities to be offered for the account of the selling shareholders (including the selling Shareholders), if the underwriter(s) or investment bank(s) advise(s) such Holders that marketing factors require a limitation pro rata based on the number of shares securities owned by such shareholders and entitled to be offered in inclusion therein on the Secondary Offeringbasis of a registration rights agreement with the Buyer; and THIRD, then the number of shares, including the Registrable Securities, that may any other securities requested to be included in such Secondary Offering offering. This Section 4.9(f) shall be allocated among such Holders of Registrable Securitiescease to apply on June 1, and any other holders of shares2002, as follows: (i) first to such Holders of Registrable Securities in proportion (as nearly as practicable) subject to the number of Registrable Securities owned by each such Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; Buyer complying with Sections 4.9 and (ii) second to all other holders of securities included in the Secondary Offering.6.3. 4.10

Secondary Offering. If the Company receives a written notice from the a Holder or Holders of at least twenty percent (20% %) of the Registrable Securities then outstanding (the “Requesting Holders”) that they desire to distribute the Registrable Securities held by them (or a portion thereof) of at least (i) 3,000,000 shares of Registrable Securities (as adjusted for any stock split, dividend, combination or other recapitalization from the date hereof) or (ii) an estimated market value of at least $10,000,000, in either case by means of an underwritten offering or a block tradetrade (a “Secondary Offering”), the Company shall shall: (i) use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such an Secondary Offering; and (ii) promptly give notice of such Secondary Offering (each such request shall be referred to herein as a “Demand Takedown”) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Secondary Offering to the other Holders and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Secondary Offering of: (A) subject to the restrictions set forth in this Section 3(c), all Registrable Securities for which the Requesting Holders have requested to be included in such Secondary Offering, and (B) subject to the restrictions set forth in this Section 3(c), all other Registrable Securities that any other Holders (all such other Holders, together with the Requesting Holders, the “Selling Holders”) have requested the Company to offer in such Secondary Offering by request received by the Company within five (5) Business Days after the Company has delivered notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities (a “Secondary Offering”); provided, however, that the so to be offered. The Company shall only be obligated required to effect a effectuate one Secondary Offering if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000within any six-month period. The underwriter(s) or investment bank(s) will be selected by the Holders of a majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the CompanyCompany (such approval not to be unreasonably conditioned, withheld or delayed). All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including including, if requested by the managing underwriter or investment bank, any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d3(c), if the underwriter(s) or investment bank(s) advise(s) such managing underwriter in good faith advises the Selling Holders and the Company in writing that marketing factors require a limitation on the number inclusion of shares all Registrable Securities proposed to be offered in included by the Secondary OfferingSelling Holders would materially and adversely interfere with the successful marketing of such offering, then the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of first, the Registrable Securities to be included in Exhibit 10.2 such Secondary Offering by the Selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned proposed to be sold by each such Selling Holder or in such other proportion as shall mutually be agreed to by all such selling Selling Holders; and (ii) second to the Company, if the Company desires to sell any shares of Common Stock or other securities in such offering and (iii) third to all other holders of securities included in the Secondary Offering. The provisions of this Section 3(c) shall apply, mutatis mutandis, to any future registration rights agreements entered into by the Company such that the Company shall be required to give notice of a Secondary Offering (or equivalent term) under such other registration rights agreement to Holders and permit Holders to participate in such Secondary Offering as Selling Holders.

Secondary Offering. If (a) The Company agrees that if at any time after the Company receives a written notice from the Holders of at least 20% of the Registrable Securities then outstanding that they desire date hereof and prior to distribute the Registrable Securities held by them (or a portion thereof) by means of an underwritten offering or a block tradeDecember 31, 2004, the Company shall use commercially reasonable efforts propose to promptly engage one or more underwriter(s) or investment bank(s) file a registration statement with respect to conduct such an any of its Common Stock on a form suitable for a secondary offering of (the Registrable Securities (a “Secondary Offering”), it will give notice in writing to such effect to the Holders set forth on Exhibit B hereto and to any permitted assignees or transferees of such Holders pursuant to Section 5.1 (“Eligible Holders”) at least thirty (30) days prior to such filing, and, at the written request of any such Eligible Holder, made within fifteen (15) days after the receipt of such notice and subject to Section 3.2(b) below, will include therein at the Company’s cost and expense (excluding underwriting discounts, commissions and filing fees attributable to the Common Shares included therein) such of the Common Shares as such Eligible Holder shall request (provided that such Eligible Holder’s request must be to include at least 5,000 Common Shares, as may be adjusted for any stock split, stock dividend and the like); provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of all or a portion of the Common Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall only be obligated required to effect a Secondary Offering if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregateoffering only that number of securities, $5,000,000. The underwriter(s) or investment bank(s) including the Common Shares, which the underwriters determine in their sole discretion will be selected by not jeopardize the Holders of a majority success of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to offering (the Company. All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities so included to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon apportioned pro rata among the Company, the underwriter(s) or investment bank(s) and the all Eligible Holders of a majority of the Registrable Securities electing to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d), if the underwriter(s) or investment bank(s) advise(s) such Holders that marketing factors require a limitation on the number of shares to be offered participate in the Secondary Offering, then Offering according to the total number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and including any other holders of shares, as follows: (i) first to such Holders of Registrable Securities in proportion Secondary Offering Makeup Shares (as nearly as practicabledefined below) elected to the number of Registrable Securities be included therein owned by each such Holder or in such other proportion as Eligible Holder). Notwithstanding the foregoing, the Eligible Holders shall mutually be agreed have the right to by all such selling Holders; and (ii) second to all other holders of securities included sell their Common Shares in the Secondary OfferingOffering prior to any sales of Common Stock by Xxxxxxx X. Xxxxx (and the various trusts established by Xx. Xxxxx) and each other person holding registration rights that would allow them to participate in the Secondary Offering and who holds, or has rights to acquire, at least 100,000 shares of Common Stock.