Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an -------------------------------- underwritten offering and the managing underwriters advise the 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, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering registration and the managing underwriters advise of such offering determine that the Company in writing that in their opinion the aggregate number of Registrable Securities andShares which the Selling Holders exercising their Demand Registration rights, if permitted hereunder, the Company and any other securities requested Persons desiring to participate in such Demand Registration propose to include in such registration statement exceeds the maximum number of shares of Common Stock that can reasonably be expected to be included in such offeringsold within a price range acceptable to the Initiating Holders, exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability of the offering, then the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offeringoffering (the "Offering Quantity"), the Company will include in such registrationregistration securities in the following priority:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, the Company will include amount of Registrable Securities to be sold pursuant to such registration shall be allocated pro rata among the Holders of Registrable Securities desiring to participate in such registration:registration on the basis of the amount of such Registrable Securities requested to be registered by such Holders.

Priority on Demand Registrations. If a Demand Registration is an being underwritten offering and if the managing underwriter or underwriters advise of such Demand Registration advises the Company in writing that in their its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested proposed to be included sold in such offering, Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration:registration only the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold.

Priority on Demand Registrations. If a Demand Registration is an -------------------------------- underwritten offering and the managing underwriters determine in good faith and advise the 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, which can could be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, the Company will include amount of Registrable Securities to be sold pursuant to such registration shall be allocated pro rata among the Holders of Registrable Securities desiring to participate in such registration:registration on the basis of the amount of such Registrable Securities re quested to be registered by such Holders.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, which can be sold in such offering therein without adversely affecting the marketability of the offeringoffering (the "Offering Quantity"), the Company will include in such registrationregistration securities in the following priority:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company will shall include in such registration:, prior to the

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offeringoffering (the “Offering Quantity”), the Company will include in such registrationregistration securities in the following priority:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration:

Priority on Demand Registrations. If a Demand Registration is an -------------------------------- underwritten offering and the managing underwriters advise the 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, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offeringoffering (the "Offering Quantity"), the Company will include in such registrationregistration securities --------------------- in the following priority:

Priority on Demand Registrations. If a Demand Registration -------------------------------- is an underwritten offering and the managing underwriters advise the 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, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each Holder requesting registration) 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, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the 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, which can be sold in such offering without adversely affecting the marketability of the offering, offering the Company will include in such registration:

Priority on Demand Registrations. If a Demand Registration is an underwritten secondary offering on behalf of the Holder and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering, registration exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration:, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of the underwriters, can be sold in such offering.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter advises the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company will shall first include in such registration:, prior to the inclusion of any securities which are not Registrable Securities, the Registrable Securities requested to be included by the MAC Trusts which in the opinion of such underwriter can be sold without adversely affecting the marketability of the offering.

Priority on Demand Registrations. If in a Demand Registration is an underwritten offering and the managing underwriters (if any) advise the 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, registration exceeds the number of Registrable Securities and other securities, if any, which that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities requested to be included, the Company will include in such registrationregistration in the following order and prior to the inclusion of any securities which are not Registrable Securities: