Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2.2 was initiated as an offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect the price or success of the offering, then the Company shall include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (i) If a registration ------------------------------------ pursuant to this Section section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 2.4(b) or, if requested to do so, is not obligated to do so under section 2.4(b)), and if (iii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Owners of Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect the price or success of the offering, then the Company shall include in such registration, to the extent of exceeds the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by then the Company to be sold for its own account, second, such Registrable Securities requested to be included will include in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).:

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2.2 was initiated as an offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such any underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration by letter of its belief that the number of securities Registrable Securities requested to be included in such registration will registration, when added to the number of other securities to be offered in such registration, would materially and adversely affect the price or success of the such offering, then the Company shall include in such registration, to the extent of the number of securities and type which the Company is so advised can be sold in (or during the time of) such offeringoffering without so materially adversely affecting such offering (the "Section 2.2 Sale Amount"), first, (i) all of the securities proposed by the Company to be sold for its own accountaccount or by an Other Stockholder exercising "demand" registration rights; and (ii) thereafter, secondto the extent the Section 2.2 Sale Amount is not exceeded, such the Registrable Securities requested by IMCG to be included in such registration, pro rata on the basis of the number of such securities so proposed registration pursuant to be sold Section 2.2(a) and so requested to be included, and third, all any other securities of the Company requested to be included in such registration, registration by any Other Stockholder having the right to include securities on a pro rata on basis, with the basis amount of the number securities of IMCG and each such securities so proposed to be sold and so requested Other Stockholder to be included (and any amounts above based on the amounts so allocated shall not be included)pro rata amount of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by IMCG or such Other Stockholder.

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, and if (ii) the managing underwriter of such underwritten offering shall inform the Company and the Owners holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the number which can be sold in (or during the time of) such offering within a price or success of range acceptable to the offeringCompany, then the Company shall include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2.2 was initiated as an offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such any underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration by letter of its belief that the number of securities Registrable Securities requested to be included in such registration will registration, when added to the number of other securities to be offered in such registration, would materially and adversely affect the price or success of the such offering, then the Company shall include in such registration, to the extent of the number of securities and type which the Company is so advised can be sold in (or during the time of) such offeringoffering without so materially adversely affecting such offering (the "Section 2.2 Sale Amount"), first, (i) all of the securities proposed by the Company to be sold for its own accountaccount or by an Other Stockholder exercising "demand" registration rights; and (ii) thereafter, secondto the extent the Section 2.2 Sale Amount is not exceeded, such the Registrable Securities requested by Penske to be included in such registration, pro rata on the basis of the number of such securities so proposed registration pursuant to be sold Section 2.2(a) and so requested to be included, and third, all any other securities of the Company requested to be included in such registration, registration by any Other Stockholder having the right to include securities on a pro rata on basis, with the basis amount of the number securities of Penske and each such securities so proposed to be sold and so requested Other Stockholder to be included (and any amounts above based on the amounts so allocated shall not be included)pro rata amount of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by Penske or such Other Stockholder.

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities so requested to be registered for sale for the Investor are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.2(a) or, if requested to do so, is not obligated to do so under Section 2.2(a), and if (iii) the managing underwriter of such underwritten offering shall inform the Company and the Owners of Registrable Securities Investor requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number which can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities and other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If : (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersnationally recognized underwriters under underwriting terms appropriate for such a transaction, and if (ii) the managing underwriter of such underwritten offering shall inform the Company and the Owners of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the number which can be sold in (or during the time of) such offering within a price or success of range acceptable to the offeringCompany, then the Company shall include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time ofof ) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. (i) If IF a registration Registration pursuant to ------------------------------------ this Section 2.2 was initiated as section 4.2 involves an underwritten offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such underwritten offering shall inform advises the Company and the Owners in writing (with a copy to each holder of Registrable Securities requesting such registration by letter of registration) that, in its belief that opinion, the number of securities requested to be included in such registration will materially and adversely affect exceeds the number which can be sold in such offering within a price or success of the offering, then range reasonably acceptable to the Company shall (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering), the Company will include in such registration, to the extent of the number of securities which the Company is so advised can Shareholder Rights Agreement ---------------------------- be sold in (or during the time of) such offering, (a) first, all securities proposed to be registered held by the - Person initiating such registration (whether initiated by the Company to be sold for its own accountor any Person having demand registration rights) other than any of the Management Circle, and (b) second, such Registrable Securities requested to be included in such registration- registration and all other securities proposed to be included therein, pro rata among the holders thereof based on the basis number of the number shares of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, and if (ii) the managing underwriter of such underwritten offering shall inform the Company and the Owners holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number which can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2.2 was initiated as an offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such any underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration by letter of its belief that the number or type of securities Registrable Securities requested to be included in such registration will would materially and adversely affect the price or success of the such offering, then the Company shall will include in such registration, to the extent of the number of securities and type which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities and other securities of the Company ranking senior to or on a parity with, if Subordinated Debentures are requested to be included, the Subordinated Debentures or, if New Preferred Shares are requested to be included, New Preferred Shares (in each case, the "Senior or Parity Securities") or securities of the Company issued upon exercise, conversion or exchange of such Senior or Parity Securities ("Other Securities") requested to be included in such registration, such Registrable Securities, Senior or Parity Securities and Other Securities to be included in such registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be includedestimated gross proceeds from the sale thereof, and third, all any other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, and if (ii) the managing underwriter of such underwritten offering shall inform the Company and the Owners holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number that can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, for sale for the account of the Company or any other Person (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(iany Investors) hereof)exercising a demand registration right, to be distributed (on a firm commitment basis) by or through one or more underwritersManaging Underwriters, (ii) the Registrable Securities so requested to be registered for sale for the account of a Participating Investor are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4(b) or, if requested to do so, is not obligated to do so under Sections 2.2(b)(iii) hereof), and if (iii) the managing underwriter Managing Underwriter of such underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration each Participating Investor by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number which can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, (A) first, all securities proposed by the Company to be sold for its own account, and securities proposed by Persons (other than any Investors), if any, exercising a demand registration right, and (B) second, such the Registrable Securities requested to be included in such registration, pro rata on based upon the basis of the total number of Registrable Securities which such securities so proposed to be sold and so Participating Investor requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2.2 was initiated as an offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such any underwritten offering shall inform the Company and in writing of its opinion that the Owners number or type of Registrable Securities requesting such registration by letter of its belief that the number of securities requested pursuant to Section 1.2(a) to be included in such registration will would materially adversely effect such offering, and adversely affect the price or success of Company has so advised the offeringRequesting Holders in writing, then the Company shall will include in such registration, to the extent of the number of securities which and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, if such offering has been requested by a Person pursuant to any registration rights agreement between the Company and such Person and by the terms of such registration rights agreement the securities subject to such registration rights agreement must be included in such registration prior to those held by the Requesting Holders, the securities requested to be included in such offering by such Person, third, if a Person has requested that the Company include securities of such Person in such offering and by the terms of any registration rights agreement in effect as of the date hereof between the Company and such Person the securities subject to such registration rights agreement must be included in such offering prior to those held by the Requesting Holders, the securities requested to be included in such offering by such Person, fourth, Registrable Securities requested to be included in such registration, pro rata on the basis of the number of such securities so proposed registration pursuant to be sold this Agreement and so requested to be included, and thirdfifth, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included)registered.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered for sale for the account of the Company a stockholder (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(iHolders) hereof), exercising a demand registration right pursuant to another registration rights agreement to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, and if (B) the managing underwriter of such underwritten offering shall inform informs the Company and the Owners of Registrable Securities requesting such registration by letter Holders in writing of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number that can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which that the Company is so advised can be sold in (or during the time of) such offering, : first, all such securities proposed by the Company stockholder exercising the demand registration right to be sold for its own account, ; second, such Registrable Securities securities requested to be included pursuant to incidental registration rights in such registrationregistration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included, ; and third, all other such securities of proposed by the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).for its own account

Priority in Incidental Registrations. If (i) If a registration ------------------------------------ statement pursuant to this Section 2.2 was initiated as 1.1 involves an underwritten offering of the securities for sale for the account of the Company being so registered and (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(iii) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such underwritten offering shall inform informs the Company and the Owners Stockholders requesting registration of their Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and exceeds the number which can be sold in (or during the time of) such offering without adversely affect affecting the price or success of the offeringthereof, then the Company shall include in such registration, to the extent of the registration that total number of securities which the Company is so advised can be sold in (or during the time of) such offering, firstwhich number shall consist of (A) if such registration as initially proposed was solely a primary registration, all securities proposed by the Company to be sold for its own account and Registrable Securities requested to be included in such registration by Stockholders, on a pro rata basis, and (B) if such registration as initially proposed was in whole or in part a secondary registration, securities proposed by the Company to be sold for its own account, second, such securities proposed to be sold for the account of holders of securities of the Company (other than Registrable Securities) and Registrable Securities requested to be included in such registrationregistration by Stockholders, on a pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included)basis.

Priority in Incidental Registrations. If (i) If a registration ------------------------------------ pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, and if (ii) the managing underwriter of such underwritten offering shall inform the Company and the Owners holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number which can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities so requested to be registered for sale are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4 (b), or if so requested, is not obligated to do so under Section 2.4 (b)), and if (iii) the managing underwriter of such underwritten offering shall inform the Company and the Owners holders of Warrants or Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect the price or success of the offering, then the Company shall include in such registration, to the extent of exceeds the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, then the Company may include all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, pro rata on the basis of account and may decrease the number of such securities so proposed to be sold Registrable Securities and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included in such registration (and any amounts above pro rata among the amounts so allocated shall not holders thereof on the basis of the percentage of the securities of the Company held by such holders) to the extent necessary to reduce the number of securities to be included)included in the registration to the level recommended by the managing underwriter.

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2.2 was initiated as an offering of securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such any underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration by letter of its belief that the number of securities Registrable Securities requested to be included in such registration will registration, when added to the number of other securities to be offered in such registration, would materially and adversely affect the price or success of the such offering, then then, the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such offeringoffering without so materially adversely affecting such offering (the "Section 2.1 Sale Amount"), first, (i) all of the securities proposed by the Company to be sold for its own account; (ii) to the extent not included in (i) above, secondall of the Penske Registrable Securities proposed by each of Penske or IMCG to be sold for its own account pursuant to its rights under the Penske Registration Rights Agreements; (iii) thereafter, such to the extent the Section 2.1 Sale Amount is not exceeded, the Registrable Securities requested by Mitsui to be included in such registration, pro rata on the basis of the number of such securities so proposed registration pursuant to be sold and so requested to be includedSection 2.1(a), and third(iv) thereafter, all to the extent the Section 2.1 Sale Amount is not exceeded, any other securities of the Company requested to be included in such registration by any other stockholder having the right to include securities in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section section 2.2 was initiated as involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)Company, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 2.4(b) or, if requested to do so, is not obligated to do so under section 2.4(b), and if (iii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Owners of Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration will materially and adversely affect exceeds the price number which can be sold in (or success of during the time of) such offering, then the Company shall will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, (a) first, all securities proposed by of the Company to be sold for its own accountaccount and (b) second , second, such Registrable Securities and other securities of the Company requested to be included in such registration, registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).

Priority in Incidental Registrations. If (ia) If a registration pursuant to this Section 2.2 was initiated as involves an underwritten offering of the securities for sale for the account of the Company (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof)so being registered, to be distributed (on a firm commitment basis) by or through one or more underwritersunderwriters of recognized standing, and if (b) the managing underwriter of such underwritten offering shall inform the Company and the Owners of Registrable Securities requesting such registration by letter in writing of its belief opinion that the number of securities requested to be included in such registration will would materially and adversely affect its ability to effect such offering (such opinion to state the price or success reasons therefor and the approximate number of the offeringsecurities which may be included in such offering without such effect), then the Company shall will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, (i) first, all securities proposed by the Company to be sold for the account of (x) a security holder exercising a demand registration right, if any, and (y) Jamex X. Xxxxxx, xxri passu, (ii) second, all securities proposed by the Company to be sold for its own accountaccount or the account of any security holders (excluding VPC and its affiliates) other than Registrable Securities, secondand (iii) third, all securities proposed by the Company to be sold for the account of VPC and its affiliates and such Registrable Securities requested to be included in such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be includedpari passu (provided, and thirdhowever, all other securities of that if the Company requested to be included in is so advised that less than all such registration, pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included).Registrable