Priority on Registration. In the case of any registration of Common Stock by the Company, if the managing underwriters give written advice to the Company of an Underwriters' Maximum Number (as defined herein), then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested by the Holders to be included in such registration and which shall not be more than (A) in the case of the Company's initial public offering, 20% of the Underwriters' Maximum Number, or (B) in the case of any other registration 30% of the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated pro rata among all the Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (ii) the Company shall be entitled to include in such registration that number of securities which the Company proposed to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters' Maximum Number and the number of Registrable Securities which the Company shall be required to include in such registration; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excess.
Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Restricted Stock to be registered in writing that in its or their opinion the number of shares of Restricted Stock proposed to be sold in any registration and any other securities of the Company requested or proposed to be included in such registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Restricted Stock to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, the Company will (x) include in such registration the aggregate number of Restricted Stock to be registered for each stockholder to be reduced firstly, against the other stockholders, secondly, against Holding; (in each case pro rata based on the amount of Restricted Stock of the stockholders in the applicable class requested to be included in such registration), and (y) not allow any securities other than Restricted Stock to be included in such registration unless all Restricted Stock request to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of national recognized standing (notification of which number shall be given by the Company to the holders of Restricted Stock).
Priority on Registration. If (i) a registration pursuant to Section 3(a) involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Stockholders requesting registration pursuant to Section 3(a), then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be sold and so requested to be included by the Stockholders; provided, however, that (A) if the underwritten registration is a primary offering on behalf of the Company, any shares requested to be included in the registration statement (or registration statements) for any Person other than the Stockholders shall be eliminated first prior to any such pro rata reduction, (B) if the underwritten registration is a secondary offering pursuant to Section 2, any shares requested to be included in the registration statement (or registration statements) for any Person other than the requesting Management Stockholders or Investor Stockholders, as applicable, shall be eliminated prior to any such pro rata reduction, (C) if the underwritten registration is a secondary offering on behalf of any holder(s) of Common Stock, other than pursuant to section 2, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the Stockholders shall be included pro rata on the basis of the number of shares held by each such holder and (D) no such reduction shall reduce the securities being offered by the Company for its own account.
Priority on Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the total number of shares or dollar amount of Registrable Securities proposed to be sold in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities, if any, may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the two Demand Registrations.
Priority on Registration. The Company shall not include in any Registration Statement any securities which are not Registrable Securities without the prior written consent of holders of a majority of the Registrable Securities that are included in such Registration Statement. If a Registration Statement is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of 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 holders thereof on the basis of the amount of Registrable Securities owned by each such holder.
Priority on Registration. If any of the Registrable Securities registered pursuant to a Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such Registrable Securities shall be allocated pro-rata among the Holders requesting such registration on the basis of the percentage of the Registrable Securities of the Company requested to be included in such Registration Statement by the Holders that have requested that such securities be included in the registration. In connection with any Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Registration except as provided in subsection (d)(ii) hereof, and such registration shall not diminish the right of the Holders to request registration under this Section 3 for any Shares not included in such Registration as a result.
Priority on Registration. If the total number of ------------------------ securities, including Registrable Securities and securities offered by the Company, proposed to be included in the underwritten offering exceeds the number of securities that the underwriters reasonably believe is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned first to the Company, then to the parties to that certain Registration Rights Agreement dated as of April 24, 1996 and then pro rata among the Holders who are selling stockholders according to the total number of securities each selling stockholder has specified to the Company it desires to sell in the offering pursuant to Section 2.1, or in such other proportions as shall mutually be agreed to by them). For purposes of apportionment under the preceding parenthetical, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate number of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.
Priority on Registration. In the event the underwriter(s) advise the Company that market factors (including, without limitation, the aggregate number of shares of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the type of securities to be sold or the number of securities to be underwritten, then the Company shall include in such Registration: (i) first, the type and number of securities that the Company intends to include, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered; (ii) second, the number of Registrable Securities requested to be registered by the Holders, such amount to be allocated pro rata among such Holders based upon their relative proportionate total holdings of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered; and (iii) third, the number of and type of security requested by other Persons to be included in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without a significant adverse effect on the pricing, timing or distribution of the securities offered, such amount to be allocated pro rata among such other Persons based upon their relative proportionate total holdings of securities of the Company.
Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Registrable Securities to be registered that in its or their opinion the number of Registrable Securities proposed to be sold in any Registration under this Section 4(b) and any other securities of the Company requested or proposed to be included in such Registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such Registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will include in such Registration the aggregate number of Registrable Securities recommended by the managing underwriter on the following basis:
Priority on Registration. If any of the Registrable Securities registered pursuant to a registration pursuant to this Section 3 are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), then the number of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the same order as set forth in Section 2(b) in connection with a Piggyback Registration. In connection with any Registration to which the provisions of this subsection (b) apply, such registration shall not reduce the number of available registrations under this Section 3 in the event that the Registration Statement excludes more than 50% of the aggregate number of Registrable Securities requested to be included by the Holders.
