Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. If (i) a registration pursuant to subsection (a) of this Section 3.2 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company and WIC by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to Purchaser, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be --- ---- sold and so requested to be included by the members of the Purchaser Group; provided, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any shares requested to be included in the registration statement (or registration statements) for any Person other than members of the Purchaser Group shall be eliminated first prior to any such pro rata reduction, (B) if the underwritten Piggyback Registration is a secondary offering on behalf of any holder(s) of Common Stock, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the members of the Purchaser Group shall be included pro rata on the basis of the number of shares held by each such holder, and (C) no such reduction shall reduce the securities being offered by the Company for its own account.

Priority on Registrations. If 9 19572323.8 Execution Version Exhibit 4.1 (i) If a registration pursuant to subsection (a) of this Section 3.2 involves Piggyback Offering is an underwritten offering Underwritten Offering on behalf of the securities being registered to be distributed (on a firm commitment basisCompany, and the managing underwriter(s) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform advises the Company and WIC by letter in writing that in its opinion the number of its belief that the amount of Registrable Shares securities requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) an orderly manner in such offering within a price range acceptable to Purchaserthe Company, then the Company will shall include in such registration such amount of securities the number which the Company is so advised can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (or during the time of) such offering pro rata among the Holder(s) of such Registrable Securities on the basis of the amount number of shares of Common Stock owned by each such Registrable Shares so proposed to be --- ---- sold Holder), and so third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of Other Holders and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the members Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the Purchaser Groupnumber of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any shares requested to such request must be included made in the registration statement (or registration statements) for any Person other than members of the Purchaser Group shall be eliminated first writing prior to any commencement of marketing activities in connection with such pro rata reduction, Piggyback Offering and (B) if the underwritten Piggyback Registration is a secondary offering on behalf of any holder(s) of Common Stock, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the members of the Purchaser Group withdrawal shall be included pro rata on irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the basis of the number of shares held by each Piggyback Offering as to which such holder, and withdrawal was made. (C) no such reduction shall reduce the securities being offered by the Company for its own account.d)

Priority on Registrations. If the managing underwriter advises the Company in writing that the number of Shares requested to be included in the registration 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, 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) a 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 subsection (a) of this Section 3.2 involves an underwritten offering of any Demand Request, any and all Shares for sale by the securities being registered Requesting Holders pursuant to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and Demand Request, (ii) second, if such registration was not initiated by the lead managing underwriter 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 underwritten offering shall inform the Company and WIC by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds by each such holder), and (iv) fourth, to the amount extent of any remaining Shares which can may be sold in (or during the time of) such offering within a price range acceptable without exceeding the Maximum Offering Size, pro rata among any other Shares requested to Purchaserbe included pursuant to any other registration rights, then except for those of Permitted Third Party Holders, that may have been, or may hereafter be, granted by the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount total number of such Registrable Shares so proposed to be --- ---- sold and so requested to be included by the members of the Purchaser Group; provided, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any shares requested each holder requests to be included in the such registration). No Person may participate in any registration statement under this Section 1.2 unless such Person (or registration statementsx) for any Person other than members of the Purchaser Group shall be eliminated first prior agrees to any sell such pro rata reduction, (B) if the underwritten Piggyback Registration is a secondary offering on behalf of any holder(s) of Common Stock, the shares requested to be included therein by the holders requesting such registration and the Registrable Person's Shares requested to be included by the members of the Purchaser Group shall be included pro rata on the basis of the number of shares held by each such holder, and (C) no such reduction shall reduce the securities being offered provided in any underwriting arrangements approved by the Company for its own accountand (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Priority on Registrations. If (i) a registration pursuant to subsection (a) of this Section 3.2 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company and WIC by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to Purchaser, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be --- ---- sold and so requested to be included by the members of the Purchaser Group; provided, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any 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 Company (or if the proposed offering is not underwritten, 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 Holders' Registrable Shares to be included in the registration statements) for any Person other than members statement shall be reduced to an amount which, in the judgment of the Purchaser Group 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 Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be eliminated first prior to any such effected pro rata reduction, (B) if based on the underwritten Piggyback Registration is a secondary offering on behalf ratio which such Holder's requested shares bears to the total number of any holder(s) of Common Stock, the shares requested to be included therein by the holders requesting in such registration and 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 by in the members registration statement are of the Purchaser Group shall be included pro rata on the basis of the number of shares held by each such holder, and (C) no such reduction shall reduce same type as the securities being offered registered by the Company for its own account.and the managing underwriter advises the Company (or if the proposed offering is not underwritten, if the Company should determine in good faith) 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

Priority on Registrations. If (i) a registration pursuant to subsection (a) If the managing underwriter advises the Company that the inclusion of this such Xxxxx Shares in a proposed Registration pursuant to Section 3.2 involves an underwritten offering 2.02 would materially and adversely affect the price or success of the securities being registered offering (a "Material Adverse Effect "), the Company will be obligated to include in such registration statement, as to the Shareholder (subject to the priority rules set forth below), that portion of the Xxxxx Shares the Shareholder has requested to be distributed (on a firm commitment basis) by or through one or more underwriters registered equal to the ratio which the Shareholder's requested Xxxxx Shares bears to the total number of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company and WIC by letter of its belief that the amount of Registrable Shares shares requested to be included in such registration exceeds statement by all other persons (other than the amount which can Company, if such registration has been initiated by the Company for securities to be sold offered by the Company) who have requested that their shares be included in (or during such registration statement, provided, however, if in the time of) judgement of the managing underwriter no such offering within a price range acceptable to Purchaserreduction would eliminate such Material Adverse Effect, then the Company will include 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 such amount of securities which the Company statement.. It is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be --- ---- sold and so requested to be included acknowledged by the members of Shareholder that pursuant to the Purchaser Group; providedforegoing provision, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any shares requested securities to be included in the such registration statement (or registration statements) for any Person other than members of the Purchaser Group shall be eliminated first prior to any such pro rata reductionallocated, (B1) first, to the Company if it initiated the underwritten Piggyback Proposed Registration or to such other third party who is a secondary offering on behalf of any holder(sexercising demand registration rights, and (2) of Common Stocksecond, to the shares requested Shareholder and to all other persons requesting securities to be included therein by (in accordance with the holders requesting such above-described ratio). If as a result of the provisions of this Section 2.03(a) the Shareholder shall not be entitled to include all of its Xxxxx Shares in a registration and that the Registrable Shares Shareholder has requested to be included by so included, the members of Shareholder may withdraw the Purchaser Group shall be included pro rata on the basis of the number of shares held by each Shareholder's request to include Xxxxx Shares in such holder, and (C) no such reduction shall reduce the securities being offered by the Company for its own accountregistration statement.

Priority on Registrations. If (i) a registration pursuant to subsection (a) of If the registration subject to this Section 3.2 involves is to be accomplished through an underwritten offering of sale, the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company and WIC by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to Purchaser, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be --- ---- sold and so requested to be included by the members of the Purchaser Group; provided, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any 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 Company in writing that, in its reasonable opinion, 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 statements) for any Person other than members statement shall be reduced to an amount which, in the reasonable judgment of the Purchaser Group managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the reasonable 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 Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be eliminated first prior to any such effected pro rata reduction, (B) if based on the underwritten Piggyback Registration is a secondary offering on behalf ratio which such Holder's requested shares bears to the total number of any holder(s) of Common Stock, the shares requested to be included therein by the holders requesting in such registration and the Registrable Shares statement by all Persons (including Requesting Holders) who have requested (pursuant to be included by the members of the Purchaser Group shall be included pro rata on the basis of the number of contractual registration rights) to include, or who otherwise have been permitted to include, their shares held by each in such holder, and (C) no such reduction shall reduce the securities being offered by the Company for its own accountregistration statement.

Priority on Registrations. If (i) a registration pursuant to subsection (a) of this Section 3.2 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company and WIC by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to Purchaser, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be --- ---- sold and so requested to be included by the members of the Purchaser Group; provided, however, that (A) if the underwritten Piggyback Registration is a primary offering on behalf of the Company, any shares requested to be included in the registration statement (or registration statements) for any Person other than members of the Purchaser Group shall be eliminated first prior to any such pro rata reduction, (B) if the underwritten Piggyback Registration is a secondary offering on behalf of any holder(s) of Common Stock, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the members of the Purchaser Group shall be included pro rata on the basis of the number of shares held by each such holder, and (C) no such reduction shall reduce the securities being offered by the Company for its own account.