Common use of Priority on Piggyback Registration Clause in Contracts

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement by Holdings or any other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, that if securities are being offered for the account of other Persons as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement by similar class of equity securities of Holdings or any of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons persons or entities intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Aa) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, provided that if securities are being offered for the account of other Persons persons or entities as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons persons or entities is reduced; and (Bb) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Aa) above (subject to the proviso in clause (Aa)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause If a Piggyback Registration is an underwritten registration and the managing underwriter underwriters shall give written advice to the Company that, in the reasonable opinion of such managing underwriters, marketing factors require a limitation on the total number of securities to be underwritten (in this clause (c) called the "Underwriters' Maximum Number"), then, subject to the terms of certain registration rights granted by the Company prior to the date hereof, which terms are set forth on SCHEDULE 3(a)(ii) hereto: (i) the Company shall be entitled to include in such registration, to the extent of the Underwriters' Maximum Number, that number of securities which the Company proposes to offer and sell for its own account in such registration or underwriters of a proposed Underwritten Offering to permit the Registrable Securities which securityholders initiating such registration shall have requested to be included in such registration, as the registration statement for case may be, such offering securities to be included on allocated among the same terms Company and conditions as any other Common Stock to be offered pursuant to such registration statement by Holdings or any other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include securityholders in such offering or proportion as the Company and such securityholders may agree; (ii) if the size of Underwriters' Maximum Number exceeds the offering which such holders, Holdings and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount number of securities to be included in such offering to registration by the amount recommended Company and by securityholders initiating such managing underwriter or underwriters; PROVIDEDregistration, that if securities are being offered for as the account of other Persons as well as Holdingscase may be, then with respect the Company will be obligated and required to the include in such registration that number of Registrable Securities intended to be offered which shall have been requested by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities Investors to be included in such offering registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be reduced as described in clause (A) above (subject to allocated PRO RATA among such Investors on the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment basis of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion number of the Registrable Securities requested to be included would have on therein by each such offeringInvestor; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company proposes to offer and sell for its own account or for the account of the securityholders initiating such registration, such as the case may be, and the number of Registrable Securities will which the Investors shall have requested to include in such registration, then the Company may include in such registration that number of other securities which its other securityholders having rights to include such securities in a Piggyback Registration shall have requested be excluded from included in such offeringregistration, which shall not be greater than such excess, and the number of securities which such persons shall have requested to include in such registration shall be allocated among such persons making such requests as the Company and such persons may agree.

Priority on Piggyback Registration. Holdings The Company shall use all reasonable its best ------------------------------------ efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering described in clause (a) above to permit the Registrable Securities requested to be included in the registration statement for such offering to be included Underwritten Offering on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement the securities being sold by Holdings the Company or any other security holders Person included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver delivers a written opinion to Holdings the Company that either because of (ix) the kind or combination of securities which the holders of Registrable SecuritiesRegistered Holders, Holdings the Company and any other Persons or entities intend to include in such offering or (iiy) the size of the offering which such holdersRegistered Holders, Holdings the Company and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders Registered Holders shall be reduced pro rata (according to the Registrable Securities securities proposed for registrationto be included in such offering by all Persons other than the Company) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriter; PROVIDED, provided that if securities are being offered for the account of other Persons as well as Holdingsthe Company, then with respect to the Registrable Securities intended to be offered by such holdersRegistered Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by such holders Registered Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (Bii) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x1) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause thereof) or, (A)) or (y2) if the actions described in clause (x1) would, in the judgment of the managing underwriter or underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringoffering altogether.