Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration (i) first, the securities the Corporation proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationPubco, and the managing underwriters advise the Corporation Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Pubco shall include in such registration (i) first, the securities the Corporation Pubco proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their sole opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities requested to be included in such registration which, in the sole opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationPartnership, and the managing underwriters advise the Corporation Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Partnership shall include in such registration (i) first, the securities the Corporation Partnership proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationParent, and the managing underwriters advise the Corporation Parent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Parent shall include in such registration (i) first, the securities the Corporation Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration (i) first, the securities the Corporation proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders calculated on the basis of the number 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, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their reasonable and good faith opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the reasonable and good faith opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder, and (iii) third, other securities requested to be included in such registration which, in the reasonable and good faith opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. Notwithstanding the foregoing, in no event shall any Registrable Securities be excluded from such offering unless all other shareholders’ securities have been first excluded from the offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method of distribution of the offeringCompany, the Corporation Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriter can be sold without any in an orderly manner within the price range of such adverse effectoffering, pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of such Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities securities, if any, requested to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriter can be sold without any in an orderly manner within the price range of such adverse effectoffering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Registration Rights Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company and the holders of Registrable Securities that have requested inclusion in writing that such offering that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing timing, distribution method or method probability of distribution success of the such offering, then the Corporation shall Company will include in such registration (i) first, the securities that the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the Holders holders thereof on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities requested to be included in such registration which, which in the opinion of the underwriters, such underwriters can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationPubco, and the managing underwriters advise the Corporation Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Pubco shall include in such registration (i) first, the securities the Corporation Pubco proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Sponsor Investor Registrable Securities requested to be included in such registration by any Sponsor Investor which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Participating Sponsor Investors on the basis of the number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor, (iii) third, the Registrable Securities requested to be included in such registration by any Other Investor which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the Holders such Other Investors on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, Other Investor and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect; provided that in any event the holders of Registrable Securities shall be entitled to register at least 66 2/3% of the securities to be included in any such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation in writing Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing in good faith that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, price or timing or method of distribution of the offering, the Corporation shall Company will include in such registration registration, (i) first, the securities the Corporation Company proposes to sellsell that, in the opinion of such underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration which, in the good faith opinion of the underwriters, can be sold without any such adverse effect, pro rata among the requesting Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder, and (iii) third, other securities requested to be included in such registration which, in the good faith opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold 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 (i) first, the securities the Corporation proposes to sell, (ii) second, Company and the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Company and the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have securities the Company requested to be included thereinin such registration and Registrable Securities each Holder requested to be included in such registration), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration Registration on behalf of the CorporationPubco, and the managing underwriters advise the Corporation Pubco in writing that in their opinion the number of securities requested to be included in such registration Registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Pubco shall include in such registration (i) first, the securities the Corporation Pubco proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration Registration by the Investors which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration Registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationPubco, and the managing underwriters advise the Corporation Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Pubco shall include in such registration (i) first, the securities the Corporation Pubco proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other ​ ​ securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.. ​

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration (i) first, the securities the Corporation Company proposes to sellsell that, in the opinion of such underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the requesting Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationIssuer, and the managing underwriters advise the Corporation Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketabilitysuch sale, proposed offering price, timing or method of distribution of the offering, the Corporation shall Issuer will include in such registration (regardless of whether any holder initially requested such registration) (i) first, the securities the Corporation Issuer proposes to sell, (ii) second, those Registrable Securities requested to be included by the holders thereof which in the opinion of such managing underwriters can be sold, pro rata among the respective holders thereof on the basis of the amount of such securities owned, and (iii) third, all Other Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, pro rata among the Holders holders thereof on the basis of the number of Registrable Securities shares owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effectholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationPubco, and the managing underwriters advise the Corporation Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation Pubco shall include in such registration (i) first, the securities the Corporation Pubco proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities requested to be included in such offering on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have so requested to be included thereinincluded), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall Company will include in such registration registration: (i) first, the securities the Corporation Company proposes to sell, (ii) second, the any Investor Initial Registrable Securities requested to be included in such registration by any Investor which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders such Investors on the basis of the number of Initial Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinInvestor, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If Subject to paragraph 3(a), if a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters underwriter(s) advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability and pricing of the offering, the Corporation Company shall include in such registration (i) first, the securities that the Corporation Company proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration and which, in the opinion of the underwritersmanaging underwriter(s), can be sold in such offering without any adversely affecting the marketability of such adverse effectoffering, pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder, and (iii) third, other securities securities, if any, requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effectnot covered by clause (i) and (ii) above.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinHolder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. Registrable Securities beneficially owned by any officer or employee of the Company shall not be eligible to be included in any primary offering of Common Stock without the Company’s consent.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration (i) first, the securities the Corporation proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the managing underwriters, can be sold without any such adverse effect, pro rata among the Holders calculated on the basis of the number 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, and (iii) third, other securities requested to be included in such registration which, in the opinion of the managing underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CorporationCompany, and the managing underwriters advise the Corporation Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold 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 (i) first, the securities the Corporation Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Holder which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included thereinholder), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect.