Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. If the managing underwriter advises the Corporation that the inclusion of Registrable Shares in the registration statement would cause a material adverse effect, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares requested to be included in such registration statement by all Persons other than the Corporation (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything in this Section 5.5(b) to the contrary, if the registration constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth in Section 5.4(d). If as a result of the provisions of this Section 5.5(b) 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 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 Corporation 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.

Priority on Registrations. If the Registrable Shares requested --------------------------- to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Corporation Company 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 Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the opinion of the managing underwriter, would cause a material adverse effecteliminate such Material Adverse Effect or (ii) if no such reduction would, in the Corporation will be obligated opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to include 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, as . Any partial reduction in number of Registrable Shares to each Requesting Stockholder, only a portion be included in the registration statement pursuant to clause (i) of the shares such Stockholder has requested immediately preceding sentence shall be registered equal to effected pro rata based on the ratio which such Stockholder’s 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 Corporation (including Requesting Stockholders) Company 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 in writing that the inclusion of such Registrable Shares would cause a Material Adverse Effect, it being understood that notwithstanding anything the Company will be obligated to include in this Section 5.5(b) such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the contraryratio 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, if 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 constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth statement by all Holders are included in Section 5.4(d)such registration statement. If as a result of the provisions of this Section 5.5(b) 2.2.2 any Stockholder Holder shall not be entitled to include all Registrable Securities in a registration that such Stockholder Holder has requested to be so included, such Stockholder Holder may withdraw such Stockholder’s Holder's request to include Registrable Shares in such registration statementstatement prior to its effectiveness. No Person Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Corporation Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, 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 's ownership of his, her, his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s '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 obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Sharessecurities, and the liability of each such Person will be in proportion to, and on the condition provided further that such liability will be limited to, the net amount received by such Person from the sale of his, her, his or its Registrable Shares pursuant to such registration.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Corporation Company 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 Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would cause a material adverse effecteliminate such Material Adverse Effect or (ii) if no such reduction would, in the Corporation will be obligated judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to include 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, as . Any partial reduction in number of Registrable Shares to each Requesting Stockholder, only a portion be included in the registration statement pursuant to clause (i) of the shares such Stockholder has requested immediately preceding sentence shall be registered equal to effected pro rata based on the ratio which such Stockholder’s 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 Corporation (including Requesting Stockholders) 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, it being understood that notwithstanding anything the Company will be obligated to include in this Section 5.5(b) such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the contrary, if ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration constitutes a Demand Registration, the Requesting Holder will statement by all Persons who have the rights of priority set forth requested that their shares be included in Section 5.4(d)such registration statement. If as a result of the provisions of this Section 5.5(b) 3.2.2 any Stockholder Holder shall not be entitled to include all Registrable Securities in a registration that such Stockholder Holder has requested to be so included, such Stockholder Holder may withdraw such Stockholder’s 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 's Registrable Shares on the basis provided in any underwriting arrangements approved by the Corporation Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, 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 's ownership of his, her, his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s '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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.such

Priority on Registrations. (a) If the managing underwriter advises the Corporation Company that the inclusion of Registrable such Xxxxx Shares in a proposed Registration pursuant to Section 2.02 would materially and adversely affect the registration statement would cause price or success of the offering (a material adverse effect"MATERIAL ADVERSE EFFECT"), the Corporation Company will be obligated to include in such registration statement, as to each Requesting Stockholderthe Shareholder (subject to the priority rules set forth below), only a that portion of the shares such Stockholder Xxxxx Shares the Shareholder has requested to be registered equal to the ratio which such Stockholder’s the Shareholder's requested shares Xxxxx Shares bears to the total number of shares requested to be included in such registration statement by all Persons other persons (other than the Corporation (including Requesting StockholdersCompany, if such registration has been initiated by the Company for securities to be offered by the Company) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood provided, however, if in the judgment of the managing underwriter no such reduction would eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Xxxxx Shares from such registration statement provided no other securities are included and offered for the account of any other person in such registration statement. It is acknowledged by the Shareholder that notwithstanding anything in this Section 5.5(b) pursuant to the contrary, if the registration constitutes a Demand Registrationforegoing provision, the Requesting Holder will have securities to be included in such registration shall be allocated, (1) first, to the rights of priority set forth Company if it initiated the Proposed Registration or to such other third party who is exercising demand registration rights, and (2) second, to the Shareholder and to all other persons requesting securities to be included therein (in Section 5.4(daccordance with the above-described ratio). If as a result of the provisions of this Section 5.5(b2.03(a) any Stockholder the Shareholder shall not be entitled to include all Registrable Securities of its Xxxxx Shares in a registration that such Stockholder the Shareholder has requested to be so included, such Stockholder the Shareholder may withdraw such Stockholder’s the Shareholder's request to include Registrable Xxxxx 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 Corporation 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.

Priority on Registrations. If Notwithstanding any other provision of this Article VI, if the lead managing underwriter advises the Corporation that the inclusion of Registrable Shares or underwriters advise, in the case of a requested registration statement would cause a material adverse effectpursuant to Section 6.1, the Corporation will be obligated to include Farids Group or, in such registration statementall other cases, as to each Requesting Stockholderthe Company that marketing factors (including, only but not limited to, an adverse effect on the per share offering price) require a portion limitation of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares to be included in an underwritten offering (including Registrable Securities), then the Farids Group or the Company, as the case may be, shall so advise all holders of Registrable Securities and all Other Piggyback Holders who have requested to participate in such offering, that (i) if the requested registration is pursuant to Section 6.1, the number of shares that may be included in the underwriting shall be allocated first to the Farids Group for its own account, and second to the Company (to the extent it is selling shares of Common Stock in such offering) and the Other Piggyback Holders who have duly requested shares to be included therein on a pro rata basis based on the number of shares proposed to be sold by the Company and the number of Other Registrable Securities requested to be included by such Other Piggyback Holders, and (ii) if the requested registration is not pursuant to Section 6.1, the number of shares that may be included in the underwriting shall be allocated first to the Company for its own account (to the extent such registration statement was initiated by the Company) or to such Holder of Other Registrable Securities who demanded such registration pursuant to demand rights similar to those set forth in this Agreement, and second to the Company (to the extent such registration was not initiated by the Company), the Farids Group and the Other Piggyback Holders who have duly requested shares to be included therein on a pro rata basis based on the number of shares proposed to be sold by the Company (to the extent such registration was not initiated by the Company), the number of Registrable Securities requested to be included by the Farids Group and the number of Other Registrable Securities requested to be included by all such Other Piggyback Holders. For any Other Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or shareholders, as applicable, of such Other Piggyback Holder and the estates and Family Members of any such partners, members and shareholders and any trusts for the benefit of any of the foregoing Person(s) shall be deemed to be a single “Other Piggyback Holder,” and any pro rata reduction with respect to such “Other Piggyback Holder” pursuant to this Section 6.3 shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons other than the Corporation deemed to constitute such “Other Piggyback Holder” (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything as defined in this Section 5.5(b) to the contrary, if the registration constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth in Section 5.4(dsentence). If as a result of the provisions of this Section 5.5(b) 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 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 Corporation 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.

Priority on Registrations. If the managing underwriter advises the Corporation that the inclusion of Registrable Shares in the registration statement would cause a material adverse effect, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares requested to be included in such registration statement by all Persons other than the Corporation (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything in this Section 5.5(b5.4(b) to the contrary, if the registration constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth in Section 5.4(d5.3(d). If as a result of the provisions of this Section 5.5(b5.4(b) 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 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 Corporation 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.

Priority on Registrations. If the managing underwriter advises the Corporation that the inclusion of Registrable Shares in the registration statement would cause a material adverse effectany Piggyback Registration shall be an underwritten offering, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion right of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares requested any Holder's Registrable Stock to be included in such registration statement by all Persons Piggyback Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Stock in the underwriting to the extent provided herein Notwithstanding any other than provision of this Agreement, if the Corporation managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude shares (including Requesting StockholdersRegistrable Stock) who have requested from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated: (pursuant i) in the case of a registration initiated by the Company for the purpose of registering securities to be sold by the Company, first, to the Company, second, to any party which as of the date hereof has a contractual right to participate in such registration rights) to the extent such party's currently existing contractual arrangements prohibit the Company from allowing the Holders of Registrable Stock to participate pro rata with such party in such registration, third to the Holders of Registrable Stock, and fourth, to all other persons requesting that their shares securities be included in such registration; and (ii) in the case of a registration statement, it being understood that notwithstanding anything in this Section 5.5(b) initiated by the Company for the purpose of registering securities to the contrary, if the registration constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth in Section 5.4(d). If as a result be sold by security holders of the provisions Company, first, to any party which has exercised its contractual right to require that the Company initiate such registration, second, to any party which as of this Section 5.5(b) any Stockholder shall not be entitled the date hereof has a contractual right 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 Shares participate in such registration statementto the extent such party's currently existing contractual arrangements prohibit the Company from allowing the Holders of Registrable Stock to participate pro rata with such party in such registration, third to the Holders of Registrable Stock, and fourth, to all other persons requesting that securities be included in such registration. No Person may Within the category for the allocation of securities to be included in the registration/underwriting to which Holders of Registrable Stock are assigned, such Holders will participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Registrable Shares pro rata on the basis provided of the number of shares that such Holders have requested (consistent with their contractual rights) to be included in any underwriting arrangements approved by the Corporation and (y) completes and executes all questionnaires, powers registration. If a Holder disapproves of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Stock excluded or withdrawn from 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 excluded and warranties as to (i) such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person withdrawn from the sale of his, her, or its Registrable Shares pursuant to such registration.

Priority on Registrations. If Notwithstanding any other provision of this Article VI, if the lead managing underwriter advises the Corporation that the inclusion of Registrable Shares or underwriters advise, in the case of a requested registration statement would cause a material adverse effectpursuant to Section 6.1, the Corporation will be obligated to include OW Group or, in such registration statementall other cases, as to each Requesting Stockholderthe Company that marketing factors (including, only but not limited to, an adverse effect on the per share offering price) require a portion limitation of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares to be included in an underwritten offering (including Registrable Securities), then the OW Group or the Company, as the case may be, shall so advise all holders of Registrable Securities and all Other Piggyback Holders who have requested to participate in such offering, that (i) if the requested registration is pursuant to Section 6.1, the number of shares that may be included in the underwriting shall be allocated first to the OW Group for its own account, and second to the Company (to the extent it is selling shares of Common Stock in such offering) and the Other Piggyback Holders who have duly requested shares to be included therein on a pro rata basis based on the number of shares proposed to be sold by the Company and the number of Other Registrable Securities requested to be included by such Other Piggyback Holders, and (ii) if the requested registration is not pursuant to Section 6.1, the number of shares that may be included in the underwriting shall be allocated first to the Company for its own account (to the extent such registration statement was initiated by the Company) or to such Holder of Other Registrable Securities who demanded such registration pursuant to demand rights similar to those set forth in this Agreement, and second to the Company (to the extent such registration was not initiated by the Company), the OW Group and the Other Piggyback Holders who have duly requested shares to be included therein on a pro rata basis based on the number of shares proposed to be sold by the Company (to the extent such registration was not initiated by the Company), the number of Registrable Securities requested to be included by the OW Group and the number of Other Registrable Securities requested to be included by all such Other Piggyback Holders. For any Other Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or shareholders, as applicable, of such Other Piggyback Holder and the estates and Family Members of any such partners, members and shareholders and any trusts for the benefit of any of the foregoing Person(s) shall be deemed to be a single “Other Piggyback Holder,” and any pro rata reduction with respect to such “Other Piggyback Holder” pursuant to this Section 6.3 shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons other than the Corporation deemed to constitute such “Other Piggyback Holder” (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything as defined in this Section 5.5(b) to the contrary, if the registration constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth in Section 5.4(dsentence). If as a result of the provisions of this Section 5.5(b) 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 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 Corporation 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.

Priority on Registrations. If (i) in any underwritten offering, the managing underwriter advises or underwriters shall advise the Corporation Company in writing, or (ii) in any other offering, the Company in its reasonable business judgment believes that the inclusion of Registrable Shares requested to be included in the registration statement any Incidental Registration would cause a material adverse effectMaterial Adverse Effect, then the Corporation will Company shall be obligated required to include in such registration statementIncidental Registration, as to each Requesting Stockholder, only a portion the extent of the shares amount that the managing underwriter or underwriters shall advise the Company in writing in the case of an underwritten offering, or that the Company in its reasonable business judgment believes may be sold without causing such Stockholder has requested adverse effect, first, all of the securities to be registered equal offered for the account of the Company; second, the Registrable Shares to be offered for the account of the Holders pursuant to this Section 2.3, pro rata based on the number of Registrable Shares each such Holder proposed to offer pursuant to such Incidental Registration; third, securities that are to be offered on behalf of a securityholder (other than a Holder) pursuant to the ratio which such Stockholder’s requested shares bears to the total number exercise of shares a demand registration right; and fourth, any other securities requested to be included in such registration statement by all Persons other than offering; provided, however, that in the Corporation (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything in this Section 5.5(b) to the contrary, if the registration constitutes event of a Demand Converted Registration, the Requesting Company and the Holders shall have first priority and the Registrable Shares to be offered for the account of the Holders pursuant to such Converted Registration shall be pro rata based on (i) the number of Registrable Shares owned by each such Holder will have (with pro-ration amongst Holders based on the rights number of priority set forth in Section 5.4(d)Registrable Shares each such Holder proposed to offer pursuant to the Converted Registration) plus (ii) the number of shares proposed to be offered by the Company. If as a result of the provisions of this Section 5.5(b) 2.3 any Stockholder Holder shall not be entitled to include all Registrable Securities Shares in a registration that such Stockholder Holder has requested to be so included, such Stockholder Holder may withdraw such StockholderHolder’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 Corporation Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 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 liability of each such Person will shall be in proportion to, and on the condition that such liability will shall be limited to, the net amount received by such Person from the sale of his, her, his or its Registrable Shares pursuant to such registration.

Priority on Registrations. (a) If the managing underwriter advises the Corporation Company that the inclusion of Registrable such Restricted Shares in the registration statement would cause a material adverse effectMaterial Adverse Effect, the Corporation Company will be obligated to include in such registration statement, as to each Requesting StockholderShareholder, only a portion of the shares Restricted Shares such Stockholder Shareholder has requested be registered equal to the ratio which such Stockholder’s Shareholder's requested shares Restricted Shares bears to the total number of shares Restricted Shares requested to be included in such registration statement by all Persons other than the Corporation (including Requesting Stockholders) Shareholders who have requested (pursuant to contractual registration rights) that their shares Restricted Shares be included in such registration statement, it being understood in the case of Shareholders exercising rights under Section 2.2 hereof. It is acknowledged by the Shareholders, that notwithstanding anything in this Section 5.5(b) pursuant to the contraryforegoing provision, the securities to be included in such registration shall be allocated (x) if such registration has been initiated by the Company for securities to be offered by the Company, first to the Company, second to Shareholders exercising their piggyback right and third to all others requesting securities to be included therein and (y) if such registration constitutes has been initiated by a Requesting Shareholder requesting a Demand Registration, first to such Requesting Shareholder, second to the Requesting Holder will have the rights of priority set forth in Section 5.4(d)Company if it exercises its piggyback right and third to all others requesting securities to be included therein. If as a result of the provisions of this Section 5.5(b2.3(a) any Stockholder Shareholder shall not be entitled to include all Registrable Securities of its Restricted Shares in a registration that such Stockholder Shareholder has requested to be so included, such Stockholder Shareholder may withdraw such Stockholder’s Shareholder's request to include Registrable Restricted Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (x) agrees The Restricted Shares that are excluded from the underwritten public offering pursuant to sell such person’s Registrable Shares on the basis provided in any underwriting arrangements approved preceding sentence shall be withheld from the market by the Corporation and (y) completes and executes all questionnairesShareholders for the applicable period set forth in Section 2.7, powers of attorney, indemnities, underwriting agreements, and other documents, each if the managing underwriter determines it necessary 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 warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her, 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 order 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registrationunderwritten public offering.

Priority on Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriter advises underwriters advise the Corporation that the inclusion Company in writing (with a copy to each party hereto requesting registration of Registrable Shares OSI Stockholder Shares) that, in the registration statement would cause a material adverse effecttheir opinion, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares securities requested to be included in such registration statement by all Persons other than exceeds the Corporation number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration (including Requesting Stockholders1) who have with respect to a primary registration: (a) first, the securities that the Company proposes to sell, and (b) second, the OSI Stockholder Shares requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything in pursuant to this Section 5.5(b6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the holders thereof on the basis of the number of OSI Stockholder Shares or other securities owned by each such holder, and (2) with respect to a secondary registration: (a) first, the contraryshares of capital stock of the Company of any stockholder exercising his, if the registration constitutes her or its right to include his, her or its shares of Common Stock in a Demand Registration, and (b) second, the Requesting Holder will have OSI Stockholder Shares requested to be included in such registration pursuant to this Section 6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the rights holders thereof on the basis of priority set forth in Section 5.4(d)the number of OSI Stockholder Shares or other securities owned by each such holder. If If, as a result of the proration provisions of this Section 5.5(b) 6(c), any OSI Stockholder shall not be entitled to include all Registrable Securities OSI Stockholder Shares in a registration Piggyback Registration that such OSI Stockholder has requested to be so included, such OSI Stockholder may elect to withdraw such Stockholder’s his request to include Registrable its OSI Stockholder Shares in such registration statement. No Person may participate in any (a "Withdrawal Election"); provided that a Withdrawal Election shall be made prior to the effectiveness of the related 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 Corporation 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 irrevocable and, after making a Withdrawal Election, an OSI Stockholder shall no longer have any right to make any representations or warranties include its OSI Stockholder Shares in connection with any such the registration other than representations and warranties as to (i) which such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registrationWithdrawal Election was made.

Priority on Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriter advises underwriters advise the Corporation that the inclusion Company in writing (with a copy to each party hereto requesting registration of Registrable Shares OSI Stockholder Shares) that, in the registration statement would cause a material adverse effecttheir opinion, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion of the shares such Stockholder has requested be registered equal to the ratio which such Stockholder’s requested shares bears to the total number of shares securities requested to be included in such registration statement by all Persons other than exceeds the Corporation number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration (including Requesting Stockholders1) who have with respect to a primary registration: (a) first, the securities that the Company proposes to sell, and (b) second, the OSI Stockholder Shares requested (pursuant to contractual registration rights) that their shares be included in such registration statement, it being understood that notwithstanding anything in pursuant to this Section 5.5(b6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the holders thereof on the basis of the number of OSI Stockholder Shares or other securities owned by each such holder, and (2) with respect to a secondary registration: (a) first, the contraryshares of capital stock of the Company of any stockholder exercising his, if the registration constitutes her or its right to include his, her or its shares of Common Stock in a Demand Registration, and (b) second, the Requesting Holder will have OSI Stockholder Shares requested to be included in such registration pursuant to this Section 6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the rights holders thereof on the basis of priority set forth in Section 5.4(d)the number of OSI Stockholder Shares or other securities owned by each such holder . If If, as a result of the proration provisions of this Section 5.5(b) 6(c), any OSI Stockholder shall not be entitled to include all Registrable Securities OSI Stockholder Shares in a registration Piggyback Registration that such OSI Stockholder has requested to be so included, such OSI Stockholder may elect to withdraw such Stockholder’s his request to include Registrable its OSI Stockholder Shares in such registration statement. No Person may participate in any (a "Withdrawal Election"); provided that a Withdrawal Election shall be made prior to the effectiveness of the related 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 Corporation 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 irrevocable and, after making a Withdrawal Election, an OSI Stockholder shall no longer have any right to make any representations or warranties include its OSI Stockholder Shares in connection with any such the registration other than representations and warranties as to (i) which such Person’s ownership of his, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registrationWithdrawal Election was made.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Corporation Company 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 Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the opinion of the managing underwriter, would cause a material adverse effecteliminate such Material Adverse Effect or (ii) if no such reduction would, in the Corporation will be obligated opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to include 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, as . Any partial reduction in number of Registrable Shares to each Requesting Stockholder, only a portion be included in the registration statement pursuant to clause (i) of the shares such Stockholder has requested immediately preceding sentence shall be registered equal to effected pro rata based on the ratio which such Stockholder’s 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 Corporation (including Requesting Stockholders) Company 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 in writing that the inclusion of such Registrable Shares would cause a Material Adverse Effect, it being understood that notwithstanding anything the Company will be obligated to include in this Section 5.5(b) such registration statement, as to each Holder, only a portion of the shares such Holder has requested be registered equal to the contraryratio 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, if 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 constitutes a Demand Registration, the Requesting Holder will have the rights of priority set forth statement by all Holders are included in Section 5.4(d)such registration statement. If as a result of the provisions of this Section 5.5(b) 2.2.2 any Stockholder Holder shall not be entitled to include all Registrable Securities in a registration that such Stockholder Holder has requested to be so included, such Stockholder Holder may withdraw such Stockholder’s Holder's request to include Registrable Shares in such registration statementstatement prior to its effectiveness. No Person Holder may participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Corporation Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, 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, her, 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 liability of each such Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to such registration.such