Common use of Priority in Demand Registrations Clause in Contracts

Priority in Demand Registrations. If a registration pursuant to -------------------------------- this Section 1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, an investment banker) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting such offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the Registrable ----- Securities of the Majority Stockholder requested to be included in such registration, together with the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the basis of the number of --- ---- Registrable Securities (other than any Option Shares) requested to be included in such registration by such holders, second, any Option Shares, pro rata, among ------ --- ---- such holders, on the basis of the number of such Option Shares requested to be included in such registration by such holders and third, the securities, if any, ----- being sold by the Company. Notwithstanding the foregoing, no employee stockholder will be entitled to participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registration.

Priority in Demand Registrations. (a) If a registration pursuant to -------------------------------- this Section 1 1.1 hereof involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, an a nationally recognized investment bankerbanking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable SecuritiesEndo LLC) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting such offeringthe offering price, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offeringoffering without such material adverse effect, firstin the following order of priority: (1) First, the Registrable ----- Securities all of the Majority Stockholder requested to be included in such registration, together with the Registrable Securities of Endo LLC; (other than any Registrable Securities issued pursuant 2) Second, up to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the basis of the full number of --- ---- Registrable Securities (other than any Option Shares) shares of Common Stock requested to be included in such registration by the Management Stockholders (as defined in that certain Amended and Restated Stockholders Agreement, dated as of July 14, 2000, by and among the Company, Endo LLC, and the other parties named therein (the “Stockholders Agreement”)) and by the Employee Stockholders (as defined in that certain Amended and Restated Employee Stockholders Agreement, dated as of June 23, 2003, by and among the Company, Endo LLC, and the other parties named therein (the “Employee Stockholders Agreement”), which, in the good faith opinion of such holdersfirm delivered in writing, secondcan be sold without so materially and adversely affecting such registration (and, any Option Sharesif less than the full number of such shares of Common Stock, allocated pro rata, rata among ------ --- ---- such holders, the Management Stockholders and the Employee Stockholders on the basis of the total number of such Option Shares shares of Common Stock requested to be included therein by the Management Stockholders and the Employee Stockholders); provided, however, that with respect to the Management Stockholders and the Employee Stockholders, if the managing underwriter(s) (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) in connection with such registration determines that such offering would be materially and adversely affected by the inclusion of Common Stock owned by the Management Stockholders and the Employee Stockholders for any reason, such holders managing underwriter(s) (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) may in its sole discretion exclude all or, part of the Common Stock requested to be included therein by the Management Stockholders and thirdthe Employee Stockholders on a pro rata basis, unless the Company and the managing underwriter(s) (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall agree to non pro rata treatment; and (3) Third, the securities, if any, ----- being sold by the Company. Notwithstanding the foregoing, no employee stockholder neither the Company nor Endo LLC will be entitled required to participate in give any notice to any holder of Registrable Securities or any Employee Stockholder with respect to a given offering if such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an holder is to be excluded from such offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registrationpursuant to this Section 1.4.”

Priority in Demand Registrations. If a registration pursuant to -------------------------------- this Section 1 involves Demand Registration is an underwritten offering, offering and the managing underwriter (or, in the case of an offering which is not underwritten, an investment banker) shall underwriters advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested and otherwise proposed to be included in such registration offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (the "Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, for a demand made by the Initiating Holders, all Registrable Securities owned by the Initiating Holders and the number of shares to be offered for the account of all other Designated Holders, pro rata, based on the amount of Registrable Securities held by each such holder and the amount of Registrable Securities held by all such holders, on an as converted basis. To the extent more than 22.5% of the Registrable Securities, so requested to be registered by the Initiating Holders and the other Designated Holders are excluded from an offering without adversely affecting such offeringunder this Section 1.2(d) (a "Reload Event"), then the Designated Holders shall have the right to one additional Demand Registration (but in no event shall the number of additional Demand Registrations pursuant to this Agreement exceed a total of three additional Demand Registrations) under, and subject to the limitations of, Section 3.1 upon the occurrence of each Reload Event. (ii) Second, the number of shares to be offered for the account of the Company. (iii) Third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold in clauses (i) and (ii), the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the any other Registrable ----- Securities of the Majority Stockholder requested to be included in such registrationoffering, together with the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the basis of and if the number of --- ---- Registrable Securities (such other than any Option Shares) holders' securities requested to be included in exceeds the Offering Quantity, then the Company shall include only each such registration requesting holder's pro rata share of the Offering Quantity, based on the amount of securities held by such holders, second, any Option Shares, pro rata, among ------ --- ---- such holdersholder, on the basis of the number of such Option Shares requested to an as converted basis; provided, that no shares under clauses (ii) and (iii) shall be included in such registration by such holders and third, on the securities, if any, ----- being sold by the Company. Notwithstanding the foregoing, no employee stockholder will be entitled to participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registrationholder's first Demand Registration on Form S-3.

Priority in Demand Registrations. If a registration pursuant to -------------------------------- this Section 1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, an investment banker) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting such offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the Registrable ----- Securities of the Majority ----- Stockholder requested to be included in such registration, together with the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the --- ---- basis of the number of --- ---- Registrable Securities (other than any Option Shares) requested to be included in such registration by such holders, second, any ------ Option Shares, pro rata, among ------ --- ---- such holders, on the basis of the number of such --- ---- Option Shares requested to be included in such registration by such holders and third, the securities, if any, ----- being sold by the Company. Notwithstanding the ----- foregoing, no employee stockholder will be entitled to participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registration.