Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offering, qualification or registration and Common Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and requested to be included in such registration or qualification in good faith with the bona fide intention of selling the same.

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, If the managing underwriter or underwriters of advises the Underwritten Offering may limit Company in writing that the number of Registrable Common Shares equity securities requested to be included in the Underwritten Offering a registration for which rights have been requested pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, Section 3.2 by all Persons (including the Company) exceeds the number of Registrable Common Shares proposed to shares which can be sold in such Underwritten Offering exceeds the number that can be sold offering without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, causing a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registrationMaterial Adverse Effect, the Company will be obligated to include in such Underwritten Offering, qualification or registration only (Ai) first, any and all equity securities for sale by the Company proposes to sellCompany, and (Bii) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13any remaining Registrable Shares which may be sold in such offering without causing a Material Adverse Effect, 1995 by and among the Company, Partners I and Parallel I, as amended, each other Holder shall be entitled to include any and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders such Holder in the registration (pro rata based on the total number of such Registrable Shares Beneficially Owned by each such Holder), and (iii) third, to the extent of any remaining equity securities which the Company is advised may be sold in such offering without causing a Material Adverse Effect, pro rata among any other Persons holding equity securities requested to be included pursuant to any other registration rights that may have been, or may hereafter be, granted by the Company (on the basis of the total number of equity securities that each holder thereof Beneficially Owns) on the basis of the number of equity securities of the Company Beneficially Owned by such Person. If as a result of the provisions of this Section 3.2.2 any Holder shall not be entitled to include all Registrable Shares in the Underwritten Offering, qualification or a registration and Common Shares that such Holder has requested to be included by other holders of Common so included, such Holder may withdraw such Holder's request to include Registrable Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and requested to be included in such registration statement. No Holder may participate in any registration statement hereunder unless such Holder (x) agrees to sell such Holder's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder's power and authority to effect such transfer, and (iii) such matters pertaining to such Person's compliance with securities laws as may be reasonably requested; provided further, however, that the bona fide intention obligation of selling such Holder to indemnify pursuant to any such underwriting arrangements shall be several, and the sameliability of each such Holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, If the managing underwriter or underwriters of advises the Underwritten Offering may limit Company that the number inclusion of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten OfferingRegistration Statement would cause a Material Adverse Effect, qualification or the Company will be obligated to include in such registration and Common Shares statement, as to each Requesting Holder, only a portion of the shares such Holder has requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according registered equal to the ratio which such Holder's requested shares bears to the total number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement. If as a result of the provisions of this Section 2.2.2 any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the sameliability of each such Person will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, If the managing underwriter or underwriters advise the Company that the inclusion of the Underwritten Offering may limit the number of Registrable Conversion Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares Stock proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in a proposed registration in accordance with Section 2.1.1 hereof would materially and adversely affect the price or success of the offering (a "Material Adverse Effect"), then (i) the number of such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount Holder's shares of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Conversion Common Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten OfferingRegistration Statement shall be reduced to an amount which, qualification in the judgment of the managing underwriter or registration and underwriters, would eliminate such Material Adverse Effect, or (ii) if no such reduction would, in the judgment of the managing underwriter or underwriters eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Conversion Common Shares requested Stock from such Registration Statement. Any partial reduction in the number of shares of Conversion Common Stock to be included by other holders in the Registration Statement pursuant to clause (i) of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced immediately preceding sentence shall be effected pro rata according based on the ratio which such Holder's requested shares bears to the total number of Registrable shares of Conversion Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and Stock requested to be included in such Registration Statement by all Holders, and any reduction in the number of shares of Common Stock to be included in the Registration Statement pursuant to the immediately preceding sentence shall be effected pro rata among all Persons (including Holders) who have requested (pursuant to contractual registration rights) the inclusion of shares of Common Stock in such Registration Statement (based on the respective number of such shares such Person has requested to be included); provided, however, that such inclusion shall be subject to the priorities set forth in the Prime Registration Rights Agreement. If as a result of the provisions of this Section 2.1.2 any Holder shall not be entitled to include all shares of Conversion Common Stock in a registration that such Holder has requested to be so included, such Holder may withdraw (provided that, after such Holder has entered into an underwriting agreement, such right to withdraw will exist only to the extent provided in such underwriting agreement) such Holder's request to include shares of Conversion Common Stock in such Registration Statement. No Person may participate in any Registration Statement pursuant to this Section 2.1 unless such Person (x) agrees to sell such Person's shares of Common Stock on the basis provided in any underwriting arrangements approved by the Company or qualification by the holder of demand registration rights who has initiated such registration and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in good faith customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its shares of Common Stock to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws, including representations and warranties concerning the bona fide intention accuracy of any information provided in writing by such Person for inclusion in the Registration Statement, as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling shares of Common Stock, and the sameliability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received (after excluding underwriting discounts and commissions, but not other expenses) by such Person from the sale of his or its shares of Common Stock pursuant to such registration.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata according to based on the ratio which the number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration or qualification statement by all Persons who have requested that their shares be included in good faith with such registration statement. If the bona fide intention Registrable Shares requested to be included in the registration statement are of selling the same.same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the shares that such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement (other than (i) the Company, if such registration has been initiated by the Company for securities to be offered by the Company and (ii) Persons exercising their right to cause a Demand Registration). It is acknowledged by the Holders, that pursuant to the foregoing provision, the securities to be included in such registration shall be allocated (x) first, to the Company, if such registration has been initiated by the Company for securities to be offered by the Company, (y) second, to securities offered by Persons exercising their right to cause a Demand Registration, if such registration is a Demand Registration and (z) third, to the Holders and all other

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, If the managing underwriter or underwriters of advises the Underwritten Offering may limit Company that the number inclusion of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten OfferingRegistration Statement would cause a Material Adverse Effect, qualification or the Company will be obligated to include in such registration and Common Shares statement, as to each Requesting Holder, only a portion of the shares such Holder has requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according registered equal to the ratio which such Holder's requested shares bears to the total number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement. If as a result of the provisions of this Section 2.2.2 any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the sameliability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested ------------------------- to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, qualification then (i) the number of such Holder s or registration and Common Holders Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder s requested shares bears to the case may be, and total number of shares requested to be included in such registration statement by all Persons other than the Company who have requested that their shares be included in such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder s requested shares bears to the total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder s requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Shares requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder s request to include Registrable Shares in such registration statement prior to its effectiveness. No Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such Person s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling securities, and the sameliability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in the number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement. If as a result of the provisions of this Section 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the sameliability of each such Person will be in proportion to, and limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Shares requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling securities, and the sameliability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders Interests requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Partnership and the managing underwriter advises the Partnership that due to such differences the inclusion of such Registrable Interests would cause a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Shares requested Holders' Registrable Interests to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Partnership shall have the right to exclude all such Registrable Interests from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Common Shares or Common Shares Interests to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested Registrable Interests bears to the case may be, and aggregate Registrable Interests requested to be included in such registration statement by all Persons other than the Partnership who have requested that their Registrable Interests be included in such registration statement. If the Registrable Interests requested to be included in the registration statement are of the same type as the securities being registered by the Partnership and the managing underwriter advises the Partnership in writing that the inclusion of such Registrable Interests would cause a Material Adverse Effect, the Partnership will be obligated to include in such registration statement, as to each Holder, only a portion of the Registrable Interests such Holder has requested be registered equal to the ratio which such Holder's requested Registrable Interests bears to the aggregate Registrable Interests requested to be included in such registration statement by all Persons who have requested that their Registrable Interests be included in such registration statement. If the Partnership initiated the registration, then the Partnership may include all of its securities in such registration statement before any of such Holder's requested Registrable Interests are included. If another securityholder initiated the registration, then the Partnership may not include any of its securities in such registration statement unless all Registrable Interests requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 12.2.2 any Holder shall not be entitled to include all Registrable Interests in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Interests in such registration statement prior to its effectiveness. No Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Interests on the basis provided in any underwriting arrangements approved by the Partnership and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Interests to be sold or transferred free and clear of all Liens, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling securities, and the sameliability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Interests pursuant to such registration.

Priority on Registrations. (i) Notwithstanding the provisions of In connection with an underwritten offering where any Holders have requested a Piggy-Back Registration pursuant to Section 2(a) hereof5(a), in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, shall use its reasonable best efforts to cause all Registrable Securities requested to be included in such Piggy-Back Registration to be included as provided in Section 5(a). If the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any such Piggy-Back Registration Statement or qualification ifwhich is an underwritten offering have informed, in its or their reasonable opinionwriting, the Company that it is their opinion that the total number or type of Registrable Common Shares proposed to be sold securities that any Persons participating in such Underwritten Offering registration, including the Company, intend to include in such offering exceeds the number that can be sold without materially adversely interfering with Maximum Offering Size, the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities Company shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offeringthe offering to the Maximum Offering Size (including, qualification or registrationwithout limitation, any securities held by Holders of Registrable Securities); provided, however, that the Company will include securities to be excluded shall be determined in such Underwritten Offering, qualification or registration the following sequence: (Ai) first, all securities the Company proposes sought to sellbe registered by any Person not having any contractual incidental or "piggy back" registration rights, and (Bii) second, securities sought to the extent not inconsistent with the Stock Purchase Agreement be registered by any Persons (other than Holders of Registrable Securities) having contractual incidental or the "piggy back" registration rights, (iii) third, Registrable Securities Purchase Agreement dated as of November 13sought to be registered by any Management Holders, 1995 (iv) fourth, Registrable Securities sought to be registered by any DUMB Holders, DLJIP Holders and among any Existing Holders (other than any Management Holders) and (v) fifth, securities sought to be registered by the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included . If there is a reduction in the Underwritten Offering, qualification or registration and Common Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the number of shares of Registrable Common Shares Securities to be registered pursuant to clause (iii) or Common Shares which are Beneficially Owned (iv) above, such reduction shall be made within such tranche on a pro rata basis (based upon the aggregate number and type of Registrable Securities held by Holders and the holders in each such other holder, as tranche and subject to the case may be, and requested to be included priorities set forth in such registration or qualification in good faith with the bona fide intention of selling the samepreceding sentence).

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company (or if the proposed offering is not underwritten, qualification if the Company should determine in good faith) that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter (or, if applicable, the Company), would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter (or, if applicable, the Company), eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company (or qualification if the proposed offering is not underwritten, if the Company should determine in good faith with faith) that the bona fide intention inclusion of selling such Registrable Shares would cause a Material Adverse Effect, the same.Company will be obligated to include in such registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement. If as a result of the provisions of this Section 2.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Stockholder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, qualification then (1) the number of such Stockholder's or registration and Common Shares requested Stockholders' Registrable Securities to be included by in the Registration Statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (2) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other holders securities of Common Shares who have such type are included and offered for the account of any other person or entity in such registration rights statement. Any partial reduction in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the number of Registrable Common Securities to be included in the registration statement pursuant to clause (1) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Stockholder's requested securities bears to the total number of Shares or Common Shares which are Beneficially Owned by Holders and each such other holderprincipal amount of New Notes, as the case may be, and requested to be included in such registration statement by all persons or qualification entities (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their securities be included in good faith with such registration statement. If the bona fide intention Registrable Securities requested to be included in the registration statement are of selling the samesame type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Stockholder, only a portion of the Registerable Securities such Stockholder has requested be registered equal to the ratio which such Stockholder's requested securities bears to the total number of Shares or principal amount of New Notes, as the case may be, requested to be included in such registration statement by all persons or entities (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their securities be included in such registration statement. If as a result of the provisions of this Section 2(c)(ii) any Stockholder shall not be entitled to include all Registrable Securities in a registration that such Stockholder has requested to be so included, such Stockholder may withdraw such Stockholder's request to include Registrable Securities in such registration statement.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Shares requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or qualification warranties in good faith connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the bona fide intention obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling securities, and the same.liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration. 3.3

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration or qualification statement by all Persons who have requested that their shares be included in good faith with such registration statement. If the bona fide intention Registrable Shares requested to be included in the registration statement are of selling the same.same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons who have requested that their shares be included in such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Shares requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would have a Material Adverse Effect, qualification then (i) the number of such Holder's or registration and Common Holders' Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in the number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which are Beneficially Owned by Holders and each such other holder, as Holder's requested shares bears to the case may be, and total number of shares requested to be included in such registration or qualification statement by all Persons who have requested that their shares be included in good faith such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (other than (i) the Company, if such registration has been initiated by the Company for securities to be offered by the Company and (ii) by Persons exercising their right to cause a Demand Registration) who have requested that their shares be included in such registration statement. It is acknowledged by the Holders, that pursuant to the foregoing provision, the securities to be included in such registration shall be allocated (x) first, to the Company, if such registration has been initiated by the Company for securities to be offered by the Company, (y) second, to securities offered by Persons exercising their right to cause a Demand Registration, if such registration is a Demand Registration and (z) third, to the Holders and all other persons requesting securities to be included therein in accordance with the bona fide intention above described ratio. If as a result of the provisions of this Section 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the sameliability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, If the managing underwriter or underwriters of advises the Underwritten Offering may limit Company in writing that the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration by all Persons (including the Company) exceeds the number of Shares which can be sold in such offering without having a Material Adverse Effect on such offering, qualification including, without limitation, the price at which such securities can be sold (the "Maximum Offering Size"), the Company will be obligated to include in such registration only (i) first, (x) if such registration was initiated by the Company for the sale of Shares for its own account, any and all Shares for sale by the Company, or (y) if such registration was initiated by any Holder or Holders pursuant to any Demand Request, any and Common all Shares for sale by the Requesting Holders pursuant to such Demand Request, (ii) second, if such registration was not initiated by the Company for the sale of Shares for its own account, to the extent of any remaining Shares which may be sold in such offering, without exceeding the Maximum Offering Size, any Shares for sale by the Company, (iii) third, to the extent of any remaining Shares which may be sold in such offering without exceeding the Maximum Offering Size, each other Holder and Permitted Third-Party Holder shall be entitled to include any and all Shares held by such holders in the registration (pro rata based on the total number of such Shares held by each such holder), and (iv) fourth, to the extent of any remaining Shares which may be sold in such offering without exceeding the Maximum Offering Size, pro rata among any other Shares requested to be included pursuant to any other registration rights, except for those of Permitted Third Party Holders, that may have been, or may hereafter be, granted by other holders the Company (on the basis of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the total number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and that each such other holder, as the case may be, and requested holder requests to be included in such registration). No Person may participate in any registration or qualification under this Section 1.2 unless such Person (x) agrees to sell such Person's Shares on the basis provided in good faith with any underwriting arrangements approved by the bona fide intention Company and (y) completes and executes all questionnaires, powers of selling attorney, indemnities, underwriting agreements and other documents required under the sameterms of such underwriting arrangements.

Priority on Registrations. (i) Notwithstanding If the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Registrable Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offeringregistration statement by the Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would have a Material Adverse Effect, qualification or registration and Common then (i) the number of the Holder's Registrable Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted herebystatement shall be reduced to an amount which, reduced pro rata according in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other person in such registration statement. Any partial reduction in the number of Registrable Common Shares or Common Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected PRO RATA based on the ratio which are Beneficially Owned by Holders and each such other holder, as the case may be, and Holder's requested shares bears to the total number of shares requested to be included in such registration or qualification statement by all persons who have requested that their shares be included in good faith such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to the Holder, only a portion of the shares the Holder has requested be registered equal to the ratio which the Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all persons (other than the Company, if such registration has been initiated by the Company for securities to be offered by the Company who have requested that their shares be included in such registration statement. It is acknowledged by the Company and the Holder, that pursuant to the foregoing provision, the securities to be included in such registration shall be allocated (x) first, to the Company, if such registration has been initiated by the Company for securities to be offered by the Company, (y) second, to securities offered by persons exercising their right to cause a demand registration, if such registration is a demand registration and (z) third, to the Holder and all other persons requesting securities to be included therein in accordance with the bona fide intention above described ratio. If as a result of the provisions of this Section 1.2.2 the Holder shall not be entitled to include all Registrable Securities in a registration that the Holder has requested to be so included, the Holder may withdraw its request to include Registrable Shares in such registration statement. No person may participate in any registration statement hereunder unless such person (x) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such person's ownership of its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such person's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such persons selling Registrable Shares, and the sameliability of each such person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such person from the sale of its Registrable Shares pursuant to such registration. The Holder shall be entitled to exercise its right to have its Registrable Shares included in a registration statement only on two separate occasions and thereafter the Holder shall no longer have any rights, and the Company shall no longer have any obligations to the Holder, under Section 1.2.

Priority on Registrations. (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, If the managing underwriter or underwriters of advises the Underwritten Offering may limit Company in writing that the number of Registrable Common Shares requested to be included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, registration by all Persons (including the Company) exceeds the number of Registrable Common Shares proposed to which can be sold in such Underwritten Offering exceeds offering without having an adverse effect on such offering, including without limitation, the number that price at which such securities can be sold without materially adversely interfering with (the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration"Maximum Offering Size"), the Company will be obligated to include in such Underwritten Offering, qualification or registration only (Ai) first, all securities (x) if such registration was initiated by the Company proposes for the sale of Shares for its own account, any and all Shares for sale by the Company, or (y) if such registration was initiated by any Holder or Holders pursuant to sellany Demand Request, any and all Shares for sale by the Requesting Holders pursuant to such Demand Request, (Bii) second, to the extent not inconsistent with of any remaining Shares which may be sold in such offering without exceeding the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13Maximum Offering Size, 1995 by and among the Company, Partners I and Parallel I, as amended, each other Holder shall be entitled to include any and all documents related thereto, all Registrable Common Shares Beneficially Owned held by Holders requested to be included such Holder in the Underwritten Offering, qualification or registration and Common Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced (pro rata according to based on the total number of Registrable Common such Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and requested to be included in such registration by each such Holder), (iii) third, to the extent of any remaining Shares which may be sold in such offering without exceeding the Maximum Offering Size, pro rata among any other Shares requested to be included pursuant to any other registration rights that may have been, or qualification may hereafter be, granted by the Company (on the basis of the total number of Shares that each holder thereof has requested to be registered) and (iv) fourth, if such registration was not initiated by the Company for the sale of Shares for its own account, to the extent of any remaining Shares which may be sold in good faith with such offering, without exceeding the bona fide intention Maximum Offering Size, any Shares for sale by the Company. No Person may participate in any registration under this Section 1.2 unless such Person (x) agrees to sell such Person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of selling attorney, indemnities, underwriting agreements, and other documents required under the sameterms of such underwriting arrangements.