Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested Full Demand Registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, 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, Registrable Securities requested to be included in such registration, allocated pro rata among the holders thereof requesting such registration on the basis of the numbers of such Registrable Securities requested to be included by such holders. In connection with any registration as to which the provisions of this clause (g) apply, no securities other than Registrable Securities shall be covered by such registrations.

Priority in Requested Registrations. If a requested Full Demand Registration registration pursuant to this Section 2.1 Article II involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering within a price range reasonably acceptable to the Company and to the holders of a majority (by number of Units) of the Registrable Securities requested to be included in such registration, the Company will include in such registration registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration, allocated registration pro rata among the holders thereof requesting such registration as provided in Section 2.1 on the basis of the numbers number of such Registrable Securities securities requested to be included in such registration by the holder or holders of Registrable Securities, and (ii) second, other securities of the Company included in such holders. In connection with registration in any registration as to which manner and amount selected by the provisions of this clause (g) apply, no securities other than Registrable Securities shall be covered by such registrationsCompany.

Priority in Requested Registrations. If a requested Full Demand Registration registration pursuant to this Section 2.1 4 involves an underwritten offering, offering and the managing underwriter shall advise or underwriters in good faith advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Shares) exceeds the largest number of securities which can be sold in such offering within a without having an adverse effect on such offering (including the price range acceptable to the holders of a majority of the Registrable Securities requested to at which such securities can be included in such registrationsold), then 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 (i) first, Registrable Securities Shares which are shares of Common Stock requested to be included in such registration, allocated registration by any Holder pro rata among the holders thereof requesting such registration Holders on the basis of the numbers number of such Registrable Securities Shares requested to be included by such holdersHolder, (ii) second, Registrable Shares which are shares of Preferred Stock requested to be included in such registration by any Holder pro rata among such Holders on the basis of the number of such Registrable Shares requested to be included by such Holders, and (iii) third, securities of the Company proposed by the Company to be sold for its own account. In If this Section 4 is applicable in connection with any registration as to which the provisions of this clause (g) applysuch registration, no securities other than Registrable Securities Shares or securities of the Company proposed by the Company to be sold for its own account shall be covered by such registrationsregistration. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 4(d).

Priority in Requested Registrations. If a requested Full Demand Registration pursuant to this Section 2.1 7.01 involves an underwritten offering, offering and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of equity securities requested to be included in such registration Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such Registration (i) first, Registrable Securities proposed to be registered by Holders thereof, pro rata based on the number of securities proposed to be registered by each such Holder and (ii) second, securities that the Company proposes to issue and sell for its own account and all other securities proposed to be registered by the Holders thereof, pro rata based on the number of securities proposed to be registered by each such Person; provided, however, that if in any such underwritten offering within a price range acceptable to the holders of a majority Company includes in such Registration Statement less than 100% of the Registrable Securities requested to be included in therein by any Holder thereof, then such registration, the Company will include in such registration to the extent Registration Statement shall not be included as one of the number Registrations which the Company is so advised can be sold in such offering, Holders of Registrable Securities requested are entitled to be included in such registration, allocated pro rata among the holders thereof requesting such registration on the basis of the numbers of such Registrable Securities requested request pursuant to be included by such holders. In connection with any registration as to which the provisions of this clause (g) apply, no securities other than Registrable Securities shall be covered by such registrationsSection 7.01(b).

Priority in Requested Registrations. If a requested Full Demand Registration pursuant to this Section 2.1 10.01 involves an underwritten offering, offering and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of equity securities requested to be included in such registration Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering within a price range acceptable Registration (i) first, Registrable Securities proposed to be registered by Holders thereof, pro rata based on the number of securities proposed to be registered by each such Holder and (ii) second, securities that the Company proposes to issue and sell for its own account and all other securities proposed to be registered by the holders thereof, pro rata based on the number of a majority securities proposed to be registered by each such Person; PROVIDED, HOWEVER, that if in any such underwritten offering the Company includes in such Registration Statement less than 100% of the Registrable Securities requested to be included in therein by any Holder thereof, then such registration, the Company will include in such registration to the extent Registration Statement shall not be included as one of the number Registrations which the Company is so advised can be sold in such offering, Holders of Registrable Securities requested are entitled to be included in such registration, allocated pro rata among the holders thereof requesting such registration on the basis of the numbers of such Registrable Securities requested request pursuant to be included by such holders. In connection with any registration as to which the provisions of this clause (g) apply, no securities other than Registrable Securities shall be covered by such registrationsSection 10.01(b).

Priority in Requested Registrations. If a requested Full Demand Registration pursuant to this Section 2.1 10.01 involves an underwritten offering, offering and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinionview, the number of equity securities requested to be included in such registration Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering within a price range acceptable Registration (i) first, Registrable Securities proposed to be registered by Holders thereof, pro rata based on the number of securities proposed to be registered by each such Holder and (ii) second, securities that the Company proposes to issue and sell for its own account and all other securities proposed to be registered by the holders thereof, pro rata based on the number of a majority securities proposed to be registered by each such Person; provided, however, that if in any such underwritten offering the Company includes in such Registration Statement less than 100% of the Registrable Securities requested to be included in therein by any Holder thereof, then such registration, the Company will include in such registration to the extent Registration Statement shall not be included as one of the number Registrations which the Company is so advised can be sold in such offering, Holders of Registrable Securities requested are entitled to be included in such registration, allocated pro rata among the holders thereof requesting such registration on the basis of the numbers of such Registrable Securities requested request pursuant to be included by such holders. In connection with any registration as to which the provisions of this clause (g) apply, no securities other than Registrable Securities shall be covered by such registrationsSection 10.01(b).

Priority in Requested Registrations. If a requested Full Demand Registration registration ----------------------------------- pursuant to this Section 2.1 section 4.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the Shareholder Rights Agreement ---------------------------- number which can be sold in such offering within a price range acceptable to the holders Requisite Holders (such writing to state the basis of a majority such opinion and the approximate number of the Registrable Securities requested to securities which may be included in such registrationoffering), the Company will include in such registration registration, to the extent of the number which the Company is so advised can be sold in such offering, (a) first, Registrable - Securities requested to be included in such registrationregistration by the holders of such Registrable Securities, allocated pro rata among the holders thereof requesting such registration on the basis of the numbers number of shares of such Registrable Securities securities requested to be included by such holders. In connection , and (b) second, other securities of the Company, - including Management Shares, proposed to be included in such registration, in accordance with any registration as to which the provisions priorities, if any, then existing among the Company and the holders of this clause (g) apply, no securities such other than Registrable Securities shall be covered by such registrationssecurities.

Priority in Requested Registrations. If a requested Full Demand Registration registration pursuant to this Section 2.1 2(a) involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder Person requesting registration of Registrable Securities requesting registrationSecurities) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Company and holders of a majority of the Registrable Securities requested to be included in such who initiated the registration, 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 (A) first, Registrable Securities requested to be included in such registrationregistration by the Quad-C Holders and the Executive Holders, allocated pro rata among such holders in proportion to the holders thereof requesting such registration on the basis number of the numbers of such Registrable Securities held by them, and (B) second, Registrable Securities requested to be included in such registration by all other holders thereof; pro rata among such holders. In connection with any registration as to which holders on the provisions basis of this clause (g) apply, no securities other than the number of Registrable Securities shall requested to be covered by such registrationsso registered.