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 Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such other Holder, and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters Underwriters advise the Company (a copy of such notice if in writing or prompt communication of the content of such notice, if oral, to be provided by the Company to each Holder requesting registration) 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 marketability, proposed offering price, timing or method successful marketability of distribution of the such offering, the Company will include in such registration or Prospectus only such number of securities that in the opinion of such Underwriters can be sold without materially adversely affecting the successful marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis Holders of the number of Investor such Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities so requested to be included therein owned by each such other Holder, and (iviii) fourththird, other securities requested to be included in such registration whichregistration; provided, however, that in the opinion event the Company will not, by virtue of this Section 2(d), include in any such registration all of the underwritersRegistrable Securities of any Holder requested to be included in such registration, can be sold without any such adverse effect. In additionHolder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Executive Registrable Securities have requested to include be included in such securities in a Piggyback Registration that is an underwritten primary offering on behalf registration. Notwithstanding the foregoing, any employee of the Company and or any subsidiary thereof will not be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriters for such offering advise Underwriter determines in good faith that the Company in writing that in their opinion the inclusion of some or all participation of such Executive Registrable Securities could employee in such registration would adversely affect the marketability, proposed marketability or offering price, timing and/or method of distribution price of the offering, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities being sold in such offeringregistration.

Priority on Primary Registrations. If a Piggyback Registration or Piggyback Shelf Take-Down is an initiated as a primary underwritten primary registration offering on behalf of the Company, Company and the managing underwriters of the offering advise the Company in writing that that, in their opinion opinion, the number of securities requested Equity Securities proposed to be included in such registration offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number which of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the marketability, proposed success of the offering (including the price, timing or method of distribution of the securities to be sold in such offering), the Company will shall include in such registration Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the securities Equity Securities that the Company proposes to sell, sell in such offering; (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders whichthe Parent or any other Investor, allocated, in the opinion case of the underwriters, can be sold without any such adverse effectthis clause (ii), pro rata among the other Holders such Investors on the basis of the number of Registrable Securities owned initially proposed to be included by each such other Holder, Investor in such offering; and (iviii) fourththird, other securities requested any Equity Securities proposed to be included in such registration whichoffering by any other Person to whom the Company has a contractual obligation to facilitate such offering (subject to Section 1.12(a)), allocated, in the opinion case of this clause (iii), among such Persons in such manner as the underwritersCompany may determine, can be sold without any such adverse effect. In additionup to the number of Equity Securities, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration any, that is an underwritten primary offering on behalf of the Company and the managing underwriters for such determine can be included in the offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could without reasonably being expected to adversely affect the marketability, proposed success of the offering (including the price, timing and/or method of or distribution of the offering, the Company shall first exclude from such offering the number (which may securities to be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities offered in such offering).

Priority on Primary Registrations. If a Piggyback Registration is includes an underwritten primary registration on behalf of the Company and the underwriter so requests, the Company and such holder of Registrable Securities will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, such holder of Registrable Securities and the managing underwriters underwriter, and such agreement shall contain such representations and warranties by the Company md such holder of Registrable Securities and such other terms and provisions as are customarily contained in underwriting agreement with respect to secondary distributors, including, without limitation, indemnities substantially to the effect and to the extent provided Section 8. Furthermore, if the underwriter(s) for the offering being registered by the Company shall determine ln good faith and advise the Company company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offering, Company (such opinion to state the reasons therefor). then the Company will promptly furnish the holders of the Registrable Securities with a copy of such opinion and the Company will include in such registration (i1) first, the securities that the Company proposes to sell, sell and (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders whichregistration, in the opinion of the underwriters, can be sold without any such adverse effect, apportioned and pro rata among the other Holders on the basis holders of the number Registrable Securities, but in any event not less than 50% of Registrable Securities owned by each such other Holder, the Shares? and (iviii) fourththird, securities of the holders of other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offeringrequesting registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor any Registrable Securities requested to be included in such registration by any Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such other Holder, and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company 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 and/or that the number of Registrable Shares proposed to be included in any such registration would adversely affecting affect the marketability, proposed offering price, timing or method of distribution price per share of the offeringCompany’s equity securities to be sold in such offering (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company will include in such registration and all Holders as follows (iA) first, the shares of Common Stock or other securities that the Company proposes desires to sell, (ii) second, the Investor Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, sell that can be sold without any exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such adverse effectHolders, pro rata rata, among the Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested Holders who have elected to be included participate in such registration by Other Holders which, in the opinion of the underwriters, offering that can be sold without any such adverse effectexceeding the Maximum Threshold; (C) third, pro rata among to the other Holders on extent that the basis of Maximum Threshold has not been reached under the number of Registrable Securities owned by each such other Holder, foregoing clauses (A) and (iv) fourthB), the shares of Common Stock or other securities requested for the account of other Persons that the Company is obligated to be included in register pursuant to written contractual piggy-back registration rights with such registration which, in the opinion of the underwriters, Persons and that can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of exceeding the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offeringMaximum Threshold.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPubco, and the managing underwriters advise the Company 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 Company will Pubco shall include in such registration (i) first, the securities the Company Pubco proposes to sell, (ii) second, the Class C Unit Registrable Securities requested to be included in such registration by the holders of Class C Unit Registrable Securities which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Class C Unit Registrable Securities on the basis of the number of Class C Unit Registrable Securities owned by each such holder), (iii) third, the Controlling Investor Registrable Securities requested to be included in such registration by the Controlling Investors which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (pro rata among the Investors on the basis holders of the number of Investor such Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such other Holderholder), and (iv) fourth, 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. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise the 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 of the offering, including the price at which such securities can be sold, the Company will include in such registration the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which such securities can be sold, which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis Holders of the number of Investor such Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities so requested to be included therein owned by each such Holder or in such other Holdermanner as they may agree, and (iviii) fourththird, other securities requested to be included in such registration. Notwithstanding the foregoing, any employee of the Company or any subsidiary thereof will not be entitled to participate, directly or indirectly, in any such registration whichto the extent that the managing underwriter (or, in the opinion case of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration an offering that is an underwritten primary offering on behalf of not underwritten, a nationally recognized investment banking firm) will determine in good faith that the Company and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all participation of such Executive Registrable Securities could employee in such registration would adversely affect the marketability, proposed marketability or offering price, timing and/or method of distribution price of the offering, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities being sold in such offeringregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Sponsor Investor Registrable Securities and Solon Group Registrable 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, pro rata among the respective Participating Sponsor Investors and Participating Solon Group Investors on the basis of the number of Investor Registrable Securities owned requested to be included in such registration by each such Participating Sponsor Investor and Participating Solon Group Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other any other Holders (subject to any applicable restrictions set forth in Section 10) which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration offering exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketabilityCompany, proposed offering price, timing or method of distribution of the offering, then the Company will shall include in such registration (i) first, (a) the securities the Company proposes to sellsell and (b) any other securities of the Company required to be included in such registration pursuant to the terms of the Existing Registration Agreement that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, (ii) second, to the Investor Registrable Securities extent permitted by the Existing Registration Agreement, securities requested to be included in such registration whichpursuant to the terms of the Existing Registration Agreement, if any, that, in the opinion of the such underwriters, can be sold without any in an orderly manner within such adverse effectprice range, pro rata among the Investors holders of such securities on the basis of the number of Investor Registrable Securities such securities owned by each such Investorholder, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders whichregistration, if any, that, in the opinion of the such underwriters, can be sold without any in an orderly manner within such adverse effectprice range, pro rata among the other Holders respective holders thereof on the basis of the number of Registrable Securities owned by each such other Holderholder, and (iv) fourth, other securities requested (and permitted) to be included in such registration whichregistration, if any, that, in the opinion of the such underwriters, can be sold without any in an orderly manner within such adverse effect. In additionprice range, if any Holders pro rata among the holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf the basis of the Company and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all number of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, the Company shall first exclude from securities owned by each such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offeringholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders any Holder which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Sharma Investor Registrable Securities or Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Sharma Investor Registrable Securities or Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall first exclude from such offering the number (which may be all) of such Sharma Investor Registrable Securities or Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders any Holder which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. The Company will not include in any Piggyback Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Founder Investor Registrable Securities. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Founder Investor Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold sold, without any such adverse effect, pro rata among the Participating Founder Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Founder Investor, (iii) third, the any other Registrable Securities requested to be included in such registration by Other Holders any other Holder which, in the opinion of the underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Sponsor Investor Registrable 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, pro rata among the respective Participating Sponsor Investors on the basis of the number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor, (iii) third, the Corio Group 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 Corio Group Investors on the basis of the number of Corio Group Registrable Securities owned by each such Participating Corio Group Investor; (iv) fourth the Registrable Securities requested to be included in such registration by Other any other Holders (subject to any applicable restrictions set forth in Section 10) which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (ivv) fourthfifth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Sponsor Investor Registrable 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, pro rata among the respective 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 Other any other Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis holders of the number of Investor such Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such other Holderholder; provided, that, if the pro rata allocation provided for herein results in Xxxxxx X. Xxxxxx being able to include in any such offering less than the Minimum Xxxxxx Securities, then Xx. Xxxxxx shall be entitled to include in such offering a number of Registrable Securities 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 in such offering in excess of Xx. Xxxxxx’x pro rata share of Registrable Securities that would otherwise, but for this proviso, have been included in such offering pursuant this Section 3(c) will reduce the number of Registrable Securities that Vestar and its Affiliates shall be entitled to include in such offering, and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf beneficially owned by any officer or employee of the Company and shall not be eligible to be included in any primary offering of Common Stock without the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offeringCompany’s consent.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, ; (ii) second, the Investor Registrable Securities requested to be included in such registration by any Holder which, in the opinion of the such underwriters, can be sold without any such adverse effect, pro rata among the Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such other Holder, ; and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, ; (ii) second, the Sponsor Investor Registrable Securities and Other 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 Participating Sponsor Investors and Other Investors on the basis of the number of Sponsor Investor Registrable Securities and Other Registrable Securities owned by each such Participating Sponsor Investor and Other Investor, as applicable; (iii) third, the any other Registrable Securities requested to be included in such registration by Other Holders any other Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities Shares 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders Stockholders on the basis of the number of Registrable Securities Shares owned by each such other HolderStockholder, and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities Management Stockholders have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities Management Stockholder Shares could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities Management Stockholder Shares identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 materially and adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders any Holder which, in the reasonable and good faith opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder (it being agreed that solely for purposes of determining the “number of Registrable Securities owned by each such Holder” for purposes of this sentence in respect of the Preferred Investors, all shares of Preferred Stock proposed to be registered in such registration on an as-converted basis shall be taken into account) and (iviii) fourththird, 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, any underwriter 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. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Maximum Number of distribution of the offeringSecurities, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, to the Investor extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the number of NAVER Registrable Securities and LY Registrable 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, pro rata among the Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other respective Participating Principal Holders on the basis of the number of Registrable Securities owned by each such Participating Principal Holders, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the number of Registrable Securities requested to be included in such registration by any other HolderHolder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Other Investor Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Other Investor Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, the Company shall first exclude from such offering the number (which may be all) of such Executive Other Investor Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If Subject to Section 1(c), if a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 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 offeringBoard, the Company will include shall include, after including all of the primary securities the Company desires to include, in such registration (i) first, the securities the Company proposes to sell, (ii) second, the number of Investor Registrable Securities and Other Registrable Securities requested to be included in such registration which, which in the opinion of the underwriters, such underwriters can be sold without any in an orderly manner within the price range of such adverse effectoffering, pro rata among the Investors respective holders thereof on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the and Other Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned therein by each such other Holderholder, and (ivii) fourthsecond, Executive Registrable Securities and other securities with respect to which the Company has granted registration rights in accordance with Section 1(g) hereof requested to be included in such registration whichregistration, in pro rata among the opinion respective holders thereof on the basis of the underwritersamount of such securities requested to be included therein by each such holder; provided, can that the Executive Registrable Securities to be sold without included pursuant to clause (ii) shall not be entitled to participate in any such adverse effect. In additionregistration to the extent that the managing underwriter shall determine in good faith that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, if any Holders it being understood that the Company shall include in such registration that number of shares of Executive Registrable Securities have requested to include covered in clause (ii) which can be sold in such securities in a Piggyback Registration that is an underwritten primary offering on behalf without materially and adversely affecting the marketability or offering price of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may other securities to be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities sold in such offeringregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors Holders of Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such InvestorHolder, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Other Holders on the basis of the number of Registrable Securities owned by each such other Other Holder, and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor 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 Investors on the basis of the number of Investor Registrable Securities owned by each such Investor, (iii) third, the Registrable Securities requested to be included in such registration by Other Holders any Holder which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other such Holders on the basis of the number of Registrable Securities owned by each such other Holder, Holder and (iviii) fourththird, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Management Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the 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 Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor number of Sponsor Registrable 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, pro rata among the Investors respective holders thereof on the basis of the number amount of Investor Registrable Securities owned by each such Investorholder relative to the total number of Registrable Securities held by all such holders of Sponsor Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, (iii) third, the number of Executive Registrable Securities and Other Investor Registrable Securities requested to be included in such registration by Other Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the other Holders respective holders thereof on the basis of the number amount of Registrable Securities owned by each such other Holderholder relative to the total number of Registrable Securities held by all such holders of Executive Registrable Securities and Other Investor Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such offering advise the Company in writing 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, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration of Registrable Securities) 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 such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities requested to be included in such registration which, in pursuant to the opinion of the underwriters, can be sold without any such adverse effectPiggyback Registration rights granted herein, pro rata among the Investors holders of such Registrable Securities on the basis of the number of Investor Registrable Securities owned by shares that each such Investor, (iii) third, the Registrable Securities holder has requested to be included in such registration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such other Holderregistration, and (iviii) fourththird, other securities requested to be included in such registration whichregistration; provided that, in case such managing underwriters deliver their written opinion to the Company that the participation the Chief Executive Officer or the Chief Financial Officer of the Company (or any of such Person’s Affiliates), as such, materially and adversely affects the ability of the Company to effect such offering or the pricing or amount of the securities included therein, such officer (and his Affiliates) shall only include such number of Registrable Securities as, in the opinion of the such managing underwriters, can be sold without any does not cause such adverse effect. In addition, if any Holders effect by virtue of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is officer’s status as an underwritten primary offering on behalf officer of the Company or, and such amount of securities, the inclusion of which does not, in the opinion of such managing underwriters result in such effect, shall nevertheless be subject to the provisions of the immediately preceding clause (ii) (provided that any such shares excluded pursuant to this proviso shall have priority to be included in the underwriters’ over-allotment option in such registration, except to the extent that the managing underwriters for such offering advise deliver to the Company in writing their written opinion that in their opinion the inclusion of some or all of any such Executive Registrable Securities could officer’s shares in the over-allotment option would materially and adversely affect the marketability, proposed offering price, timing and/or method of distribution ability of the offering, the Company shall first exclude from to effect such offering or the number (which may be all) pricing or amount of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities included in such offering, and any remaining shares included in the over-allotment option shall be allocated on a pro rata basis among the holders of Registrable Securities included in the offering before giving effect to the over-allotment option).