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 the Company’s securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iiiii) secondthird, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s securities's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise 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 which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will include in such registration (i) allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration registration; and the second, Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registrationamong the Selling Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiessecurities (other than the Stockholders with respect to Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration registration: (ia) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by the Stockholders, pro rata among the holders of such securities Registrable Securities on the basis of the number of Registrable Securities owned by each such holder holder, and (iib) second, any other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering on behalf of holders of the Company’s securities, securities and the managing underwriters advise 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 the registration exceeds creates a substantial risk that the number which can price per share of securities offered thereby will be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company will include in such registration registration: (i) first, the securities Common Stock requested to be included therein by the holders Person requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the other holders of such securities Registrable Securities on the basis of the total number of Registrable Securities owned which are held by each such holder holders; and (iiiii) secondthird, any other securities securities, if any, requested to be included in such registrationregistration to be allocated pro rata among the holders thereof.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such holder holder, and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesCompany securities (other than a Holder), and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iib) second, any other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesCompany securities (other than ▇▇▇▇▇), and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iib) second, any other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company securities (other than the Company’s securitiesHolders), and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iib) second, any other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder securities so requested to be included therein, and (ii) second, any other securities the Other Securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of the Company’s securitiessecurities (which registration was granted in accordance with Section 2(g) above), and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationtherein pro rata, pro rata if necessary, among the holders of such securities Holders on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of Registrable Securities securities owned by each such holder holder, and (iiiii) secondthird, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, 's securities and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and such other securities as may have the Registrable Securities right to be included on a priority with such securities, pro rata based on the number of such securities requested to be included in such registration and (ii) second, the Warrant Shares and other securities requested to be included in such registration, pro rata among the holders of such securities based on the basis of the number of Registrable Securities owned by each such holder Warrant Shares and (ii) second, any other securities so requested to be included in such registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten a secondary registration on behalf of holders of the Company’s securities's securities other than the holders of Registrable Shares, and the Company determines that, or in the case of an underwritten offering, the managing underwriters advise the Company in writing (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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of securities requesting such securities registration on the basis of the number of Registrable Securities owned Shares requested for inclusion in such registration by each such holder and (ii) second, any other securities requested to be included in such registrationholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned by each such holder holder, and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Registrable Securities (other than the Company’s securitiesIssuer or Bain, as applicable), and the managing underwriters advise underwriter(s) advises the Company Issuer in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company Issuer will include in such registration registration: (ia) first, the securities requested to be included therein by the holders requesting such registration registration, and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iib) second, any other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of the offeringa majority of such securities initially requesting such registration, the Company will shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned by each such holder (but in no event greater than the amount requested to be included by such holder); and (iiiii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities's securities (which registration was consented to pursuant to Section 2(h) above), and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder holder, and (ii) second, any other securities requested to be included in such registrationregistration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is not a Demand Registration pursuant to Article I hereof but is an underwritten secondary registration on behalf of holders (other than the Investors) of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities number of shares of Common Stock requested to be included therein by the holders requesting such registration and (ii) second, the Registrable Securities requested to be included in such registration, registration by the Investors pro rata among the holders of such securities on the basis of based upon the number of Registrable Securities owned by each shares which such holder and (ii) second, any other securities Investors requested to be included in such registrationincluded.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offeringoffering in the price range acceptable to the holders initially requesting such registration, the Company will shall include in such registration (i) first, the securities Registrable Securities requested to be included therein in such registration by the holders requesting such registration Parent, and the Registrable Securities (ii) second, other securities requested to be included in such registration, pro rata among the holders of such securities thereof on the basis of the number of Registrable Securities outstanding shares owned by each such holder and (ii) seconddetermined, any other securities requested to be included in such registrationif appropriate, on an as if converted basis).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned by each such holder each, and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders (other than the Investors) of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities number of shares of Common Stock requested to be included therein by the holders requesting such exercising their demand registration rights, and the Registrable Securities requested (ii) second, that number of other shares of Common Stock proposed to be included in such registration, pro rata among any other holders (including the holders of such securities on Investors) exercising their respective piggyback registration rights thereof based upon the basis of the total number of Registrable Securities owned by each shares which such holder and holders (iiincluding the Investors) second, any other securities requested propose to be included include in such registration.

Priority on Secondary Registrations. If a Piggyback Registration Regis tration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of Registrable Securities owned by each holder of Registrable Securities participating in such holder offering, and (ii) second, any second other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities's securities other than any of the Holders pursuant to paragraph 1 hereof, and the managing underwriters underwriter(s) advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities Registrable Securities on the basis of the number of Registrable Securities owned by each Holder of Registrable Securities participating in such holder offering and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned securities requested to be included by each such holder holder, and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- relates to an underwritten secondary registration on behalf public offering of equity securities by holders of the Company’s securities, 's securities and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration registration, and (ii) second, the Registrable Securities Stock requested to be included in such registration, pro rata among the holders of such securities Registrable Stock on the basis of the number of Registrable Securities shares owned by each such holder and (ii) second, any other securities requested to be included in such registrationholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities's securities (other than a Demand Registration), and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned by each such holder holder, and (ii) second, any other securities requested or permitted to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, Next Level's securities and the managing underwriters advise the Company Next Level 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 the registration exceeds creates a substantial risk that the number which can price per share of Common Stock will be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company Next Level will include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration registration, and (b) second, the Registrable Securities Shares requested to be included in such registration as limited as set forth in Section 2.1 and other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of priority with respect to such registration and the number of shares of Common Stock or Registrable Securities Shares which are owned by each such holder and (ii) second, any other securities requested to be included in such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesequity securities (other than a Demand Registration in accordance with Section 1), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) in good faith that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability proposed offering price or timing of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration, registration pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned by each such holder and (ii) second, any other securities requested to be included in such registrationor Holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesregistration, and the managing underwriters advise such party and 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to such party and the marketability of the offeringCompany, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and Company, (ii) second, the Registrable Securities requested to be included in such registrationregistration which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the holders of such securities Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iiiii) secondthird, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s securities's securities other than any of the Holders pursuant to paragraph 1 hereof, and the managing underwriters underwriter(s) advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities Registrable Securities on the basis of the number of Registrable Securities owned by each Holder of Registrable Securities participating in such holder offering and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of current or prospective holders of the Company’s securitiessecurities (other than a Demand Registration, for which priorities are specified in Section 4(a)(v)), and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offeringwithin a price range reasonably acceptable to such holders, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by any holder, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder (excluding, for the purpose of this calculation, any unvested shares of Common Stock) and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s securities, and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities Warrant Shares requested to be included therein by the holders Warrantholders requesting such registration and the Registrable Securities requested to be included in such registrationapportioned pro rata, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder Warrantholders and (iiB) second, securities of any other securities requested to be included in such Company securityholders requesting registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, pro rata among in accordance with the amounts of Registrable Securities and such securities requested to be so included by the respective Holders and holders of such securities on the basis of the number of Registrable Securities owned by each such holder Company, and (iiiii) secondthird, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (ii) secondthird, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is includes an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration (i) first, the securities requested to be included therein by the holders persons requesting such registration and the Registrable Securities (ii) second, Common Stock requested to be included in such registrationregistration by the holders of any registration rights including holders of Registrable Securities, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s securities's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise 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 which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will include in such registration (i) allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration registration; and the second, Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registrationInvestor.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s securities, 's securities and the managing underwriters advise 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 which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will include in such registration (i) allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration registration; and the second, any securities (including Registrable Securities Securities) requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Corporation's securities, and the managing underwriters advise the Company Corporation 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such Stockholder exercising its demand registration, (ii) second, the Stockholder Shares of all Stockholders and other persons with registration and the Registrable Securities rights requested to be included in such registration, registration on a pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder basis, and (iiiii) secondthird, any other securities requested by other persons to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration Regis tration is an underwritten secondary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise 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 which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities Registrable Securities requested to be included therein by the holders requesting in such registration and by Maxtor, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the other holders of Registrable Securities, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (ii) second, any other securities requested to be included in such registration.on