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 a holder of the Company's securities other than Registrable Common Stock, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first the securities requested to be included therein by the holders requesting such registration and the Registrable Common Stock requested to be included in such registration by the Holders, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration Underwritten Registration on behalf of a holder holders of the Company's ’s securities other than Registrable Common Stockwho have the contractual right to initiate such a registration (including pursuant to a Demand Registration), and the managing underwriters advise the Company in writing that they have determined in their opinion good faith that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include include, subject to the other provisions of this Section 4.2, in such registration registration, (i) first first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Common Stock requested to be included in such registration by the Holdersregistration, pro rata among the respective holders of such securities thereof on the basis of the number of shares requested to be registered included in such registration by each such holdersholder, and (ii) second, other securities any Registrable Securities requested (including under this Section 4.2) to be included in such registration therein, pro rata among the respective holders of such securities thereof on the basis of the number of shares requested to be registered owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than Registrable Common Stockin this Section 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holders, requesting holder and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company's ’s securities other than Registrable Common StockShares, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in without having an adverse effect on such offering, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Shares requested to be included in such registration therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the holders of such securities Holders on the basis of the number of shares requested to be registered by such holdersHolders, and (iiiv) secondfourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other than holders of Registrable Common StockSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of the Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, then the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered or units owned by each such holdersholder, and (iiiii) secondthird, the other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than Registrable Common Stockin this Section 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holdersrequesting holder, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above --------- rather than Registrable Common Stockthis Section 2(d)), and the managing underwriters advise the Company ------------- in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to ----- be included therein by the holders requesting such registration and registration, (ii) second, ------ the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holdersrequesting holder, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other than holders of Registrable Common StockSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of the Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, then the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and the (ii) second, all other securities (including Registrable Common Stock Securities) requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company's securities other than holders of Registrable Common StockSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing --------- ------------ underwriters advise the Company in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of the Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, then the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and the (ii) second, all other securities (including Registrable Common Stock Securities) requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other than Registrable Common Stock, and the managing underwriters advise the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the shares requested to be included pursuant to the Series C Agreement and/or pursuant to the Series D Agreement, (iii) third, the Registrable Common Stock Shares requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Investors on the basis of the number of shares requested to be registered included therein by each such holdersInvestor, and (iiiv) secondfourth, 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 shares requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities (other than Registrable Common Stockthe parties hereto) who have been granted contractual demand registration rights, and the managing underwriters advise the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and the Registrable Common Stock requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration pro pro-rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreesecurities.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other than holders of Registrable Common StockSecurities, and the managing underwriters advise the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, then the Company shall include in such registration (ia) first first, the securities requested to be included therein by the holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holders, holder and (iib) second, other securities requested to be included in such registration registration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other than holders of Registrable Common StockSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of the Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, then the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (iiiii) secondthird, the other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder the Company or on behalf of holders of the Company's securities other than holders of Registrable Common StockSecurities, and the managing underwriters advise the Company in writing (with a copy to each holder of Registrable Securities 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares that each holder has requested to be registered by included in such holdersregistration, and (ii) second, other securities requested to be included in such registration registration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreesecurities.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company's securities other than Registrable Common StockSecurities, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in without having an adverse effect on such offering, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration therein by the Purchaser, (iii) third, the Registrable Securities requested to be included therein by the other Holders, if any, pro rata among the holders of such securities Holders on the basis of the number of shares requested to be registered by such holdersHolders, and (iiiv) secondfourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's DG’s securities other than Registrable Common StockLender (it being understood that secondary registrations on behalf of Lender are addressed in Section 7 above rather than this Section 8(c)), and the managing underwriters advise the Company DG in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of Registrable Common Stock proposed the securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, the Company then DG shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities demand registration rights on the basis of the number of shares requested sought to be registered by each such holders, holder and (iiiii) secondthird, the other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company's securities other (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in paragraph 1 above rather than Registrable Common Stockin this paragraph 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holders, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration (including securities held by the Five Percent Purchasers), pro rata among the holders of such Registrable Securities and other securities on the basis of the number of shares securities requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Secondary Registrations. If a Piggyback ----------------------------------- Registration is an underwritten secondary registration on behalf of a holder other holders of the Company's securities other than Registrable Common Stocksecurities, and the managing underwriters advise the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first the securities requested to be included therein by the holders requesting such registration Registrable Securities, Pari Passu Securities and the Registrable Common Stock requested to be included in such other securities on whose behalf the registration by the Holders, was initially being made pro rata among the Holders of the Registrable Securities requesting inclusion therein, the holders of Pari Passu Securities requesting inclusion therein and the holders of such other securities on the basis of the number of shares requested to be registered by such holdersRegistrable Securities, Pari Passu Securities and (ii) second, other securities requested by each such Holder or holder to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreetherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder the Company or on behalf of holders of the Company's securities other than holders of Registrable Common StockSecurities (subject to Section 1(d) 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities offering, subject to be sold in such offeringparagraph 2(e) below, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, the Registrable Common Stock Securities requested to be included in such registration by and the HoldersEqual Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares that each holder has requested to be registered by included in such holdersregistration, and (ii) second, other securities requested to be included in such registration registration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreesecurities.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company's securities other than Registrable Warrants and the shares of Common StockStock issuable upon exercise of the Warrants, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first first, the securities requested proposed to be included therein by the holders requesting such registration and registration; (ii) second, the Registrable Common Stock securities requested to be included in such registration by the HoldersCompany; (iii) third, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants requested to be included therein by the Warrant Holders and the securities of any other Person or Persons proposed to be included in such registration pro rata among the holders of Warrant Holders and such securities other Persons on the basis of the number of shares requested to be registered by such holders, Holders and (ii) second, such other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreePersons.

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of a holder holders of the Company's securities other than Registrable Common Stocksecurities, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringMaximum Number, the Company shall will include in such registration (i) first the securities shares requested to be included therein by the holders requesting such registration and the Piggyback Registrable Common Stock Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by included in such registration; provided, however, that if the holders requesting registration are doing so -------- ------- pursuant to demand registration rights of such holders, such holders' shares shall take priority over any Piggyback Registrable Securities and (ii) second, any other securities requested to be included, which shall be included in such registration on a pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreebasis.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other than holders of Registrable Common StockSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of the Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, then the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holderspursuant to Section 2(a) above, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (iiiii) secondthird, the other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an ----------------------------------- underwritten secondary registration on behalf of a holder the Company or holders of the Company's securities other than Registrable Common Stock, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed within a price range acceptable to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration registration: (i) first first, the securities, the Company proposes to sell and the securities requested to be included therein by the holders requesting such registration and registration; (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by such holders, ; and (iiiii) secondthird, other securities requested to be included in such registration registration, pro rata among the holders of such securities thereof on the basis of the number of shares their securities requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder Holders of the Company's securities other than Registrable Common Stock’s securities, and the managing underwriters advise the Company in writing 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 and/or that within a price range acceptable to the number consent of shares of Registrable Common Stock proposed the Majority Participating Holders to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders Holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders Holders of such securities and such Registrable Securities on the basis of the number of shares requested to be registered included therein by each such holdersHolder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be ​ ​ included in such registration registration, pro rata among the holders of such securities respective Holders thereof on the basis of the number amount of shares such securities requested to be registered included therein by each such holders or as such holders may otherwise agreeHolder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering on behalf of a holder holders of the Company's securities other than the Holders of Registrable Common StockSecurities (the "Other Holders"), and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include 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 first, the securities requested to be included therein held by the holders requesting such registration and Other Holders, (ii) second, the Registrable Common Stock securities requested to be included in such registration by the Holders, pro rata among the holders of such securities on party to the basis of 1996 Agreement, and (iii) third, the number of shares Registrable Securities requested to be registered included in such registration, the securities requested to be included in such registration by such holdersAEW pursuant to the AEW Agreement, and (ii) second, any other securities requested to be included in such registration pro rata registration, prorated among the holders of such securities thereof on the basis of the number of shares securities requested to be registered by included in such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder any holders of the Company's company’s securities (other than the holders of Registrable Common StockSecurities), and the managing underwriters advise the Company in writing 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 and/or that within a price range acceptable to the number holders of shares a majority of Registrable Common Stock proposed to be included in any the securities requesting such registration would without adversely affect affecting the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and the registration, together with Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) secondthen, any other securities requested to be included in such registration registration, pro rata among the holders of such securities on the basis of the number amount of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If For purposes of this Section 2, if a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's Company securities (other than the holders of Registrable Common StockSecurities), the demand rights of which were approved by Majority Sponsor Approval pursuant to Section 1.8, and the managing underwriters advise underwriter(s) advises the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration registration: (ia) first first, the securities requested to be included therein by the holders requesting registration, (b) second, securities requested by the Company to be included in such registration registration, and the (c) third, Registrable Common Stock Securities and other securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such Registrable Securities, including the Management Shareholders to the extent provided in the Management Shareholder Agreement, and the holders of such other securities permitted to have their securities included in such registration on the basis of the number of shares requested to be registered owned by each such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than Registrable Common Stockin this Section 2(d)), and the managing underwriters advise the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holdersrequesting holder, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other than holders of Registrable Common StockSecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that 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 and/or that within a price range acceptable to the number holders of shares a majority of the Investor Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, then the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by each such holders, holder and (iiiii) secondthird, the other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf of a holder other holders of the Company's securities other than Registrable Zynex Common Stock, and the managing underwriters advise the Company in writing Zynex 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company Zynex shall 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 first, the securities requested to be included therein by the holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's ’s securities other (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than Registrable Common Stockin this Section 2(c)), and the managing underwriters underwriter(s) advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holdersrequesting holder, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Secondary Registrations. If a Piggyback ----------------------------------- Registration is an underwritten secondary registration on behalf of a holder the Company or holders of the Company's securities other than Registrable Common Stock, and the managing underwriters advise the Company in writing 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 and/or that the number of shares of Registrable Common Stock proposed within a price range acceptable to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration registration: (i) first first, the securities, the Company proposes to sell and the securities requested to be included therein by the holders requesting such registration and registration; (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by such holders, ; and (iiiii) secondthird, other securities requested to be included in such registration registration, pro rata among the holders of such securities thereof on the basis of the number of shares their securities requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other than Registrable Common Stocksecurities, and the managing underwriters advise the Company in writing 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 and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall will include in such registration (i) first first, the securities requested to be included therein by the holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities on the basis of the number of shares requested owned by each such holder (provided that if, after the exercise of a ▇▇▇▇▇▇ Demand Registration, ▇▇▇▇▇▇ still holds a portion of the ▇▇▇▇▇▇ Registrable Securities, the Company will include such remaining ▇▇▇▇▇▇ Registrable Securities in such registration prior to be registered by such holdersthe inclusion of any other securities), and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company's securities other than Other Registrable Common StockSecurities, and the managing underwriters advise the Company in writing 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 and/or that within a price range acceptable to the number holders of shares a majority of the Registrable Common Stock proposed Securities to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringregistration, the Company shall include in such registration (i) first first, the securities requested to be included therein by the holders of Other Registrable Securities requesting such registration and registration, (ii) second, the Registrable Common Stock Securities requested to be included in such registration by the Holdersregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by such holders, ; and (iiiii) secondthird, other securities any non-requesting Other Registrable Securities requested to be included in such registration registration, pro rata among the holders of such securities thereof on the basis of the number of shares their securities requested to be registered by such holders or as such holders may otherwise agreeincluded therein.