Common use of Priority on Demand Registrations and Shelf Offerings Clause in Contracts

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringMajority Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities); (i) first, the number of Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Investors on the basis of the amount number of Investor Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. AlternativelyInvestor; and (ii) second, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which by Other Holders which, in the opinion of such underwriters, can be included on sold, without any such Shelf Registration Statement in accordance with the requirements of Form S-3adverse effect, pro rata among the respective other Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder other Holder. In addition, if any Holders of Executive Registrable Securities shall have requested to be included thereininclude such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e).

Priority on Demand Registrations and Shelf Offerings. The Corporation Partnership shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Registrable Securities included in such registration registration; provided, however, that the Partnership may include in any Demand Registration or offeringShelf Registration Capital Stock for sale for its own account. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Partnership in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Partnership shall include in such registration or offering, as applicable, prior to offering before the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Partnership shall include in such registration or offering prior to before the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority Majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Corporation requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Corporation requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Corporation requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof calculated on the basis of the amount proportion of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereintherein to the total number of Registrable Securities requested by all such Holders.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, securities that can be sold therein in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities Securities, the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering offering, prior to the inclusion of any securities which are not Registrable Securities Securities, the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Registrable Securities included in such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the Holders representing holding at least a majority of the Registrable Securities included in initially requesting such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder holder; provided, however, notwithstanding anything to the contrary in this ARTICLE IV, if during the Lockup Period ECP has not Transferred any of Registrable Securities its shares of Common Stock (excluding Transfers to Permitted Transferees), then, until the earlier of (a) eighteen (18) months following the expiration of the Lockup Period and (b) the time at which ECP Transfers any shares of Common Stock, ECP shall have requested the right to be included therein. Alternatively, if demand one (1) Demand Registration or Shelf Offering in which the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 Company shall allocate (or any successor provision thereto), the Corporation shall include in such registration or offering prior i) with respect to the inclusion first $200,000,000 in total proceeds raised thereby, at least 33% of any securities which are not Registrable Securities the number such offering to shares of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof Common Stock held by ECP and Capitol on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of them and (ii) with respect to proceeds raised in excess of $200,000,000, a pro rata portion to ECP and Capitol on the basis of the amount of Registrable Securities shall have requested to be included thereinowned by each of them as a portion of the total amount of Registrable Securities then issued and outstanding.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the Holders representing of a majority of the LCP Registrable Securities included Securities, in the case of a Demand Request initiated by such registration Holders, or offeringthe Holders of a majority of the GIC Registrable Securities, in the case of a Demand Request initiated by such Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities and subject to Section 3) first, the number of Registrable Securities requested by Holders to be included thatby the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities then owned by each such Holder that such Holder group of Registrable Securities shall have requested to be included therein. AlternativelyHolders; and second, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which by the Holders of the Other Investor Registrable Securities which, in the opinion of such underwriters, can be included on sold, without any such Shelf Registration Statement in accordance with the requirements of Form S-3adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolders.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities); (i) first, the number of Sponsor Investor Registrable Securities and Other Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors and Other Investors on the basis of the amount number of Sponsor Investor Registrable Securities and Other Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. AlternativelyParticipating Sponsor Investor and Other Investor, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 as applicable; and (or any successor provision thereto)ii) second, the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which by any other Holders which, in the opinion of such underwriters, can be included on sold, without any such Shelf Registration Statement in accordance with the requirements of Form S-3adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included therein.such offering.1

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Registrable Securities requested by Holders to be included thatby any Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities shall have requested to be included therein. Alternativelyinclude such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, if proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited identified by Instruction I.B.6 to Form S-3 (or the managing underwriters as having any successor provision thereto), the Corporation shall include in such registration or offering adverse effect prior to the inclusion exclusion of any securities which are not Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the number avoidance of doubt, may be all such Executive Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinoffering.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority Majority of the Registrable Securities included in such registration or offeringoffering and of the Lead Investor. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Company requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 [I.B.5] to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Sponsor Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors on the basis of the amount number of Sponsor Investor Registrable Securities owned by each such Holder that such Holder Participating Sponsor Investor; (ii) second, the number of Corio Group Registrable Securities shall have requested to be included therein. Alternativelywhich, if in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Participating Corio Group Investors on the basis of the number of Corio Group Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited owned by Instruction I.B.6 to Form S-3 each such Participating Corio Group Investor; and (or any successor provision thereto)iii) third, the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which by any other Holders (subject to any applicable restrictions set forth in Section 10) which, in the opinion of such underwriters, can be included on sold, without any such Shelf Registration Statement in accordance with the requirements of Form S-3adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included thereinsuch offering.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Registrable Securities included in such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that Holder; provided, that, if the pro rata allocation provided for herein results in Xxxxxx X. Xxxxxx being able to include in any such Holder offering less than the Minimum Xxxxxx Securities, then Xx. Xxxxxx shall be entitled to include in such offering a number of Registrable Securities shall have requested equal to the Minimum Xxxxxx Securities, if the underwriters agree that such shares could be included without any such adverse effect, and the number of such Minimum Xxxxxx Securities to be included thereinin such offering in excess of Xx. AlternativelyXxxxxx’x pro rata share of Registrable Securities that would otherwise, if but for this proviso, have been included in such offering pursuant this Section 2(e) will reduce the number of Registrable Securities which can that Vestar and its Affiliates shall be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 entitled to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinoffering.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Registrable Securities included in such registration or offeringregistration, other than pursuant to the terms of the Riverstone Registration Agreement. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Registrable Securities requested by Holders to be included thatby any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Sharma Investor Registrable Securities shall (outside of a Demand Registration initiated by the Sharma Investors) or Executive Registrable Securities have requested to be included therein. Alternativelyinclude such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Sharma Investor Registrable Securities (outside of a Demand Registration initiated by the Sharma Investors) or Executive Registrable Securities could adversely affect the marketability, if proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Sharma Investor Registrable Securities which can be included on (outside of a Shelf Demand Registration Statement is otherwise limited initiated by Instruction I.B.6 to Form S-3 (the Sharma Investors) or Executive Registrable Securities identified by the managing underwriters as having any successor provision thereto), the Corporation shall include in such registration or offering adverse effect prior to the inclusion exclusion of any securities which are not Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the number avoidance of doubt, may be all such Sharma Investor Registrable Securities (outside of a Demand Registration initiated by the Sharma Investors) or Executive Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinoffering.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Registrable Securities included in such registration or offeringregistration, other than pursuant to the terms of the Units Registration Agreement. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringMidCo. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any, that ) which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Registrable Securities requested by Holders to be included thatby any Holder which, in the opinion of such underwriters, can be sold, sold in such manner without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities shall have requested to be included therein. Alternativelyinclude such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, if proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited identified by Instruction I.B.6 to Form S-3 (or the managing underwriters as having any successor provision thereto), the Corporation shall include in such registration or offering adverse effect prior to the inclusion exclusion of any securities which are not Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the number avoidance of doubt, may be all such Executive Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinoffering.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration Sponsor Investors or offeringOther Investors that initiated the Demand Registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Registrable Securities requested by Holders to be included thatby any Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities shall have requested to be included therein. Alternativelyinclude such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, if proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited identified by Instruction I.B.6 to Form S-3 (or the managing underwriters as having any successor provision thereto), the Corporation shall include in such registration or offering adverse effect prior to the inclusion exclusion of any securities which are not Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the number avoidance of doubt, may be all such Executive Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinoffering.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investor. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Sponsor Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors on the basis of the amount number of Sponsor Investor Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. AlternativelyParticipating Sponsor Investor; and (ii) second, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which by any other Holders which, in the opinion of such underwriters, can be included on sold, without any such Shelf Registration Statement in accordance with the requirements of Form S-3adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included thereinsuch offering.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority Majority of the Registrable Securities included in such registration or offeringoffering and of the Lead Investor. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Company requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 I.B.5 to Form S-3 F-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3F-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) (i) first, the number of Sponsor Investor Registrable Securities and Solon Group Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Participating Sponsor Investors and Participating Solon Group Investors on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested Participating Sponsor Investor and Participating Solon Group Investor (subject to be included therein. Alternativelyany applicable limitations set forth in Section 1(g)); and (ii) second, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which by any other Holders (subject to any applicable restrictions set forth in Section 10) which, in the opinion of such underwriters, can be included on sold, without any such Shelf Registration Statement in accordance with the requirements of Form S-3adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included thereinsuch offering.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Investor Registrable Securities included in initially requesting such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering Underwritten Offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, the Corporation Company shall include include, subject to Section 1(h) below, in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 offering (or any successor provision thereto)i) first, the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number quantity of Registrable Securities requested to be included which can be included on in such Demand Registration or Shelf Registration Statement in accordance with the requirements of Form S-3Offering, pro rata among the respective Holders holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have shares requested to be included thereinin such offering (to the extent permitted to be so included, in the case of an underwritten block trade) by each such holder and (ii) second, (if permitted by the holders of a majority of the Investor Registrable Securities requested to be included in such Demand Registration or Shelf Offering) other securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations and Shelf Offerings. The Corporation Partnership shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing the holders of at least a majority of the Registrable Securities included in such registration registration; provided, however, that the Partnership may include in any Demand Registration or offeringShelf Registration Capital Stock for sale for its own account. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Partnership in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Partnership shall include in such registration or offering, as applicable, prior to offering before the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 l.B.6 to Form S-3 (or any successor provision thereto), the Corporation Partnership shall include in such registration or offering prior to before the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing the Stockholders holding a majority of the Registrable Securities included in such registration or offeringDemand Registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Registrable Securities of such Stockholders requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the Participating Investors on the basis of the number of Registrable Securities requested to be sold by Holders each such Participating Investor and (ii) second, the number of shares of common stock requested to be included thatby other stockholders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof other stockholders on the basis of the amount number of Registrable Securities owned shares of common stock requested to be sold by each such Holder that such Holder other stockholder. If all of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be in the Demand Registration by the Trident Stockholder or the Xxxxxx Stockholder are not included on in such Shelf Registration Statement in accordance with Demand Registration, such demands by the requirements Trident Stockholder or the Xxxxxx Stockholder will not count towards the number of Form S-3, pro rata among Demand Registrations that the respective Holders thereof on Trident Stockholder and the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested Xxxxxx Stockholder are entitled to be included thereinpursuant to Section 1(a).

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities) : (i) first, the number of Sponsor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata among the respective Participating Sponsor Investors on the basis of the number of Sponsor Registrable Securities owned be each such Participating Sponsor Investor and (ii) second, the number of Registrable Securities requested by Holders to be included thatby any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities shall have requested to be included therein. Alternativelyinclude such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, if proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited identified by Instruction I.B.6 to Form S-3 (or the managing underwriters as having any successor provision thereto), the Corporation shall include in such registration or offering adverse effect prior to the inclusion exclusion of any securities which are not Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the number avoidance of doubt, may be all such Executive Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinoffering.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority Majority of the Registrable Securities (and if LGP participates in such offering, the prior written consent of LGP, and if any Co-founder Entity participates in such offering, the prior written consent of the Co-founder Entities) included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Corporation requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority Majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to (i) first, the inclusion of any securities which are not Registrable Securities the number of Registrable Securities Holders requested by Holders to be included thatin such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable US-DOCS\113842189.9 Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, securities the Corporation requested to be included in such registration for its own account which, in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), to the Corporation extent applicable, the Company shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing Company that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering Shelf Offering exceeds the number of Registrable Securities and other securities, if any, securities that can be sold therein in such Shelf Offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringShelf Offering, the Corporation Company shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities Securities, the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation Company shall include in such registration or offering offering, prior to the inclusion of any securities which are not Registrable Securities Securities, the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

Priority on Demand Registrations and Shelf Offerings. The Corporation shall Company will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation Company in writing that in their reasonable and good faith opinion the number of Registrable Securities and, and (if permitted hereunder, ) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, securities (if any), that which can be sold therein without materially and adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Corporation shall Company will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities Securities) the number of Registrable Securities requested by Holders to be included thatby any Holder which, in the reasonable and good faith opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount number of Registrable Securities owned by each such Holder (it being agreed that such Holder solely for purposes of Registrable Securities shall have requested to be included therein. Alternatively, if determining the “number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that Holder” for purposes of this sentence in respect of the Preferred Investors, all shares of Preferred Stock proposed to be registered in such Holder registration on an as-converted basis shall be taken into account); provided that, any such cutback shall apply equally, on a pro rata basis, to the Sponsor Investors and Preferred Investors, unless any such Person provides written consent to the contrary. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included thereinsuch offering.

Priority on Demand Registrations and Shelf Offerings. The Corporation Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority each Holder of the Registrable Securities included in such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering and Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriters underwriter(s) of such Underwritten Offering to include in such Underwritten Offering all Registrable Securities requested to be included by the relevant Holder(s). Notwithstanding the foregoing, if the managing underwriter(s) advise the Corporation Company and each Holder of the Registrable Securities included in such registration in writing that that, in their opinion reasonable and good faith opinion, the total number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering Underwritten Offering, exceeds the number of Registrable Securities Securities, and other securities, securities (if any), that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Company shall include in such registration or offering, as applicable, prior to Underwritten Offering the inclusion of any securities which are not Registrable Securities of Holders in proportion to, or as nearly as practicable to, the number of Registrable Securities requested proposed to be sold by each selling Holder at that time or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included that, in the opinion of such underwriters, can Underwritten Offering shall not be sold, without any reduced unless all other securities are first entirely excluded from such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinUnderwritten Offering. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 I.B.5 to Form S-3 F-3 (or any successor provision theretothereto hereafter adopted by the SEC and then in force, having substantially the same effect as such instruction), the Corporation Company shall include in such registration or offering Underwritten Offering, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3F-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned proposed to be sold by each such Holder that or in such Holder of Registrable Securities other proportion as shall have requested mutually be agreed to be included thereinby all such selling Holders.