Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Corporation’s securities (other than holders of Registrable Securitiesthe Holders), and the managing underwriters advise Pubco the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Corporation shall include in such registration (i) first, the securities requested to be included therein by the initial holders initially requesting such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities Holders on the basis of the number of Registrable Securities owned by each such holder), Holder that such Holder of Registrable Securities shall have requested to be included therein and (iii) third, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s the Company's securities other than holders the Holders of Registrable Securities, and the managing underwriters advise Pubco underwriter advises the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketabilityholders initially requesting such registration, proposed offering price, timing or method of distribution of the offering, Pubco Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by registration, to the Investors whichextent that the number of shares to be registered will not, in the opinion of such underwritersthe managing underwriter, can be soldadversely affect the offering of the securities pursuant to clause (i), without any such adverse effect (pro rata among the holders Holders of such Registrable Securities securities on the basis of the number of Registrable Securities shares so requested to be included therein owned by each such holder)Holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than (it being understood that secondary registrations on behalf of holders of Registrable SecuritiesSecurities are addressed in Section 1 above rather than in this Section 2(d)), and the managing underwriters advise Pubco the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such requesting holder), and (iii) third, other securities requested to be included in such registration which, in pro rata among the opinion holders of such underwriters, can be sold, without any other securities on the basis of the number of such adverse effectsecurities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder)Holder, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Parent’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco the Parent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Parent shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf of other holders of Pubcothe Company’s securities other than holders of Registrable Securitiesa registration pursuant to Section 4.2, and the managing underwriters advise Pubco in writing the Company that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco shall the Company will include in such registration only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such holder), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Corporation’s securities other than holders of Registrable Securitiesthe Corporation will include in such registration all securities requested to be included in such registration; provided, and that if the managing underwriters advise Pubco the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability, proposed offering price, timing distribution of such securities or method of distribution otherwise having a material and adverse effect on the marketability of the offering, Pubco shall the Corporation will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the number of Registrable Securities requested to be included in such registration by the Investors whichholders of Registrable Securities, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by each such holder), and (iiiii) thirdsecond, other securities securities, if any, requested to be included in such registration which, in pro rata on the opinion basis of the number of such underwriters, can other securities requested to be sold, without any included therein by each such adverse effectholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of Pubcothe Company’s equity securities (other than holders of Registrable Securitiespursuant to Section 1 hereof), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall the Company will include in such registration registration, subject to Section 3, (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder at the time of the offering, and (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s the Company's securities other than holders the Holders of Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketabilityholders initially requesting such registration, proposed offering price, timing or method of distribution of the offering, Pubco Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by registration, to the Investors whichextent that the number of shares to be registered will not, in the opinion of such the managing underwriters, can be soldadversely affect the offering of the securities pursuant to clause (i), without any such adverse effect (pro rata among the holders Holders of such Registrable Securities securities on the basis of the number of Registrable Securities shares so requested to be included therein owned by each such holder)Holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder)Holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder), and (ii) second, securities proposed to be included by the Company, and (iii) third, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s the Issuer's securities other than (it being understood that secondary registrations on behalf of holders of Registrable SecuritiesSecurities are addressed in Section 1 above rather than in this Section 2(d)), and the managing underwriters advise Pubco the Issuer in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketabilityIssuer, proposed offering price, timing or method of distribution of the offering, Pubco shall Issuer will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such requesting holder), and (iii) third, other securities requested to be included in such registration which, in pro rata among the opinion holders of such underwriters, can be sold, without any other securities on the basis of the number of such adverse effectsecurities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, registration (iiincluding securities requested to be included pursuant to Section 3(a)) second, and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securitiesthe Corporation's securities, and the managing underwriters advise Pubco the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall the Corporation will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities Shares requested to be included in such registration by the Investors which, which in the such opinion of such underwriters, underwriters can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities Shares on the basis of the number of Registrable Securities Shares owned or deemed to be owned by each such holder)holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares it is entitled to register, and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, if all of the Registrable Securities requested to be included in Section 3(c)(ii) above are included, then other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities and registrable securities pursuant to other agreements with the Company requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder)holders, and (iii) third, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro pm rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s equity securities (other than holders of Registrable Securitiesthe Demanding Holders), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s equity securities (other than holders of Registrable Securitiespursuant to Section 1 hereof), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities on the basis of the number of securities requested to be included therein by the holders initially requesting such registration and the number of Registrable Securities owned requested to be sold by each such holder), Stockholder and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securitiesthe Company's securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holderholder (provided that at any time after one year following a public offering of the Company's Common Stock, the Commonwealth Group may request that its shares of the Company's Common Stock be included in such registration pro rata with the Registrable Securities), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder)Holder, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securitiessecurities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, registration (iiincluding securities requested to be included pursuant to Section 1.5(a)) second, and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of securities by holders of Pubcothe Company’s securities other than holders of Registrable Securities, and the managing underwriters underwriter(s) advise Pubco in writing the Company that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketabilityholders initially requesting such registration, proposed offering price, timing or method the Company will include in such registration only that number of distribution securities which the managing underwriter(s) in their sole discretion determine will not jeopardize the success of the offering, Pubco shall include in such registration based on the following order of priority: (i) first, the securities requested to be included therein by the holders initially requesting such registration, ; (ii) second, the Registrable Securities requested that the managing underwriter(s) determines to be included include in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities Holders based on the basis of the number their respective ownership of Registrable Securities owned by each such holder), Securities; and (iii) third, other securities requested that the managing underwriter(s) determine to be included include in such registration whichregistration, in pro rata among the opinion holders of such underwriters, can be sold, without any other securities based on their respective ownership of such adverse effectother securities.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s the Company's securities other than holders of Registrable Securities(which registration was consented to pursuant to Section 2(g) above), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability and pricing of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the number of Registrable Securities requested to be included in such registration by the Investors registration, and which, in the opinion of such underwritersthe managing underwriter(s), can be soldsold in such offering without adversely affecting the marketability and pricing of such offering, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder), and (iii) third, other securities securities, if any, requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectnot covered by clause (i) or (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration Registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration Registration (i) first, the securities requested to be included therein by the holders initially requesting such registrationRegistration, (ii) second, the Registrable Securities requested to be included in such registration Registration by the Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration Registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s the Company's securities other than (it being understood that secondary registrations on behalf of holders of Registrable SecuritiesSecurities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registrationregistration pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), requesting holder and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securitiesthe Company's securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Investor Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, (ii) second, the Founder Registrable Securities requested to be included in such registration, pro rata among the holders of such Founder Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securitiesthe Partnership securities, and the managing underwriters advise Pubco the Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Partnership shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders of such Registrable Securities securities on the basis of the number of Registrable Securities securities owned by each such holder)Holder, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco shall the Company will include in such registration (i) first, the securities shares of Common Stock requested to be included therein by the holders initially requesting such registrationregistration if request is made pursuant to an agreement giving such holders the right to request such registration which has priority over the rights granted to the holders of Registrable Securities hereunder, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder), holder and (iii) third, other securities requested to be included in such secondary registration which, in to the opinion of such underwriters, can be sold, without any such adverse effectextent permitted hereunder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration and without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco shall then the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially of the Company’s securities requesting such registrationregistration (so long as such holders’ registration rights were granted in accordance with Section 2(g)), (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities Holders based on the basis of the number of Registrable Securities owned requested by each such holder)Holder to be so included, and (iii) third, any other securities requested to be included in such registration whichregistration, in such manner as the opinion of such underwriters, can be sold, without any such adverse effectCompany may determine.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than (it being understood that secondary registrations on behalf of holders of Registrable SecuritiesSecurities are addressed in Section 1 above rather than in this Section 2(d)), and the managing underwriters advise Pubco the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the FBR Registrable Shares and the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities thereof on the basis of the number of FBR Registrable Shares and Registrable Securities owned by each such requesting holder), and (iii) third, other securities requested to be included in such registration which, in pro rata among the opinion holders of such underwriters, can be sold, without any other securities on the basis of the number of such adverse effectsecurities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than the holders of Registrable SecuritiesSecurities (a “Secondary Registration”), and the managing underwriters advise Pubco the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their then-opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco the Company shall include in such registration (i) first, except to the extent otherwise previously agreed to by holders of a majority of the Registrable Securities, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, together with the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such securities and Registrable Securities on the basis of the number amount of Registrable Securities such securities owned by each such holder), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in pro rata among the opinion holders of such underwriters, can be sold, without any securities on the basis of the amount of such adverse effectsecurities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s the Company's securities other than holders of Registrable SecuritiesSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(c)), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such requesting holder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s equity securities (other than holders of Registrable Securitiespursuant to Section 1 hereof), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect (effect, pro rata among the holders Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder)Holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold, sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of Pubcothe Company’s securities other than holders Holders of Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders Holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holderHolder), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering on behalf of holders of Pubco’s the Company's securities other than holders the Holders of Registrable SecuritiesSecurities (the "Other Holders"), and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include the Company will limit the number of securities included in such registration to the number that in the opinion of the underwriters can be sold in such offering. The securities registered shall be selected in the following order of priority: (i) first, the securities requested to be included therein held by the holders initially requesting such registrationOther Holders, (ii) second, the securities requested to be included in such registration by holders of securities party to the 1996 Agreement, and (iii) third, the Registrable Securities requested to be included in such registration, the securities requested to be included in such registration by AEW pursuant to the Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder)AEW Agreement, and (iii) third, any other securities requested to be included in such registration whichregistration, prorated among the holders thereof on the basis of the number of securities requested to be included in the opinion of such underwriters, can be sold, without any such adverse effectregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubcothe Company’s securities other than the holders of Registrable SecuritiesSecurities (a “Secondary Registration”), and the managing underwriters advise Pubco the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, Pubco the Company shall include in such registration (i) first, except to the extent otherwise previously agreed to by holders of a majority of the Registrable Securities, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, together with the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such securities and Registrable Securities on the basis of the number amount of Registrable Securities such securities owned by each such holder), and (iiiii) thirdsecond, other securities requested to be included in such registration which, in pro rata among the opinion holders of such underwriters, can be sold, without any securities on the basis of the amount of such adverse effectsecurities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Other Registrable Securities, and the managing underwriters advise Pubco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method holders of distribution a majority of the offeringRegistrable Securities to be included in such registration, Pubco the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially of Other Registrable Securities requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors whichregistration, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder), holders; and (iii) third, other securities any non-requesting Other Registrable Securities requested to be included in such registration whichregistration, in pro rata among the opinion holders thereof on the basis of such underwriters, can the number of their securities requested to be sold, without any such adverse effectincluded therein.