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 that in their opinion the number of securities requested to be included in the registration exceeds the number that can be sold without adversely affecting the marketability of the offering, the Company shall include in the registration (i) first, the Registrable Securities requested to be included in the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (ii) second, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders any holder of Equity (whether pursuant to the Company's securitiesexercise of a right to Demand Registration in accordance with Article 1 of this Agreement or otherwise), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its reasonable opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities requested to be included in the such registration, pro rata among the holders Holders of the such Registrable Securities on the basis of the number of Registrable Securities shares owned by each holder, such Holder and (ii) second, the other securities requested to be included in the 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 the Stockholders with respect to Registrable Securities), 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 the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the registration such registration: (ia) first, the Registrable Securities requested to be included in such registration by the registrationStockholders, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder, and (iib) second, the other such securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the in such offering, the Company shall will include in the such registration (i) first, the Registrable Securities securities requested to be included in therein by the holders requesting such registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the Registrable Securities, pro rata in accordance with the amounts of Registrable Securities requested to be so included by each Requesting Stockholder, and (iii) third, other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iiiii) secondthird, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyCorporation's securities, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company Corporation shall include in the such registration (i) first, the Registrable Securities securities requested to be included in therein by the registration, Investor and Bared on a pro rata among basis, together with any securities underlying any warrants issued to the holders lenders or underwriters of the Registrable Securities Corporation on the basis of the number of Registrable Securities owned by each holdera pro rata basis, and (ii) second, the other securities requested by other persons to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall will include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration, and (ii) second, the Registrable Securities requested to be included in the such registration and any other securities requested to be included in such registration, pro rata among the holders of the Registrable Securities all such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that that, in their opinion opinion, the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the Registrable Securities Shares requested to be included in therein by the Shareholders requesting such registration, pro rata among the holders of the Registrable Securities such Shareholders on the basis of the number of Registrable Securities Shares owned by each holdersuch Shareholder, and (ii) second, the other securities requested to be included in the 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 that in their good faith opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting in such offering within a price range acceptable to the marketability of holders on whose behalf the offeringregistration is being made, the Company shall include any securities to be sold in such registration in the registration following order: (ia) first, the securities which such holders propose to sell, (b) second, the Registrable Securities requested to be included in such registration by the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities requested to be included Piggyback Holders in the registration.accordance with Section

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

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 that in their its opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the registration such registration: (ia) first, the securities requested to be included therein by the applicable holders requesting registration and the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iib) second, the other such securities requested to be included in the such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Other Security Holders by or through one or more underwriters of the Company's securities, recognized standing and the managing lead underwriters advise the Company in writing that that, in their opinion good faith judgment, the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company shall will include in such registration the registration (i) first, securities owned by such Other Security Holders and the Registrable Securities requested to be included in the registrationsuch registration by Stockholder, reduced, in each case, on a pro rata among the holders of the Registrable Securities basis, based on the basis of the number amount of Registrable Securities owned by Stockholder or the securities owned by each holder, and (ii) second, the other securities requested to be included in the registrationsuch Other Security Holder.

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 securitiesIssuer, and the managing underwriters advise underwriter(s) for such offering advises the Company Issuer in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the distribution of such securities, the Issuer will include in such registration (A) first, the securities requested to be included in therein by the registration exceeds the number that can be sold without adversely affecting the marketability of the offeringholders requesting such registration, the Company shall include in the registration and (iB) firstsecond, the Registrable Securities requested to be included in the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities requested to be included in the registration.such

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 Xxxxx), 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 the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the registration such registration: (ia) first, the securities requested to be included therein by the applicable holders requesting registration and the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iib) second, the other such securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities securities owned by each such holder, and (iiiii) secondthird, the other securities requested to be included in the such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration under the Securities Act on behalf of holders of the Company's securities, and the managing underwriters advise or the Company in writing determines that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the offeringin such offering within a price range reasonably acceptable to such holders, the Company shall will include in such registration the registration securities (i) first, including the Registrable Securities and securities held by holders other than the SSC Parties) requested to be included in the such registration, pro rata among the respective holders of the Registrable Securities thereof on the basis of the number of Registrable Securities securities owned by each holder, and (ii) second, such holder subject to registration rights with the other securities requested to be included in the registrationCompany.

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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability consent of the offeringRequired Holders to be included in such registration, the Company shall include in such registration the securities requested to be included therein by the Holders requesting such registration (i) first, and the Registrable Securities requested to be included in the such registration, pro rata among the holders Holders of the such securities and such Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities shares requested to be included in the registrationtherein by each such Holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration under the Securities Act on behalf of holders of the Company's securities, and the managing underwriters advise or the Company in writing determines that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the offeringin such offering within a price range reasonably acceptable to such holders or Investors, the Company shall will include in such registration the registration securities (i) first, including the Registrable Securities and securities held by holders other than the shareholders a party hereto) requested to be included in the such registration, pro rata among the respective holders of the Registrable Securities thereof on the basis of the number of Registrable Securities securities owned by each holder, and (ii) second, such holder subject to registration rights with the other securities requested to be included in the registrationCompany.

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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Investor Registrable Securities requested to be included in the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their its opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the registration such registration: (ia) first, the securities requested to be included therein by the applicable holders requesting registration and the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iib) second, the other such securities requested to be included in the 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, ’s securities and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in the registration exceeds creates a substantial risk that the number that can price per share of securities offered thereby will be sold without adversely affecting the marketability of the offeringreduced, the Company shall will include in the registration such registration: (ia) first, the Common Stock requested to be included therein by the Person requesting such registration, (b) second, the Registrable Securities requested to be included in the such registration; and (c) third, other securities, if any, requested to be included in such registration to be allocated pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities requested to be included in the registrationthereof.

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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities owned shares proposed to be included by each holder, such holder and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each holder, such holder and (ii) second, the any other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (iiiii) second, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than a Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (ii) second, the other securities requested or permitted to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the in such offering, the Company shall will include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration of the Registrable Securities requested to be included in the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability holders of a majority of the offeringsecurities who are demanding the registration in question, the Company shall include in the such registration (i) first, the Registrable Securities securities requested to be included therein by the holders requesting such registration, and the securities requested to be included in the registration, pro rata among the such registration held by any holder exercising piggyback registration rights (other than holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holderShares), and (ii) second, the other securities requested to be included in the registration.the

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 of Registrable Securities), 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 the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the registration such registration: (ia) first, the securities requested to be included therein by the applicable holders requesting registration and the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iib) second, the other such securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities shares owned by each holder, such holder and (ii) second, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, securities other than Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the in such offering, the Company shall will include in the 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 the such registration, pro rata among the respective holders of the Registrable Securities thereof on the basis of the number of such other securities and/or Registrable Securities owned by each holdersuch holders, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the securities requested to be included in such registration by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration (but not more than as determined by the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holdermanaging underwriters), and (iiiii) secondthird, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders (other than Holdings or the Investors) of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the in such offering, the Company shall will include in the such registration (ia) first, the Registrable Securities number of shares of Common Stock requested to be included in by such holders, Holdings and the registrationInvestors, pro rata among the holders of the Registrable Securities on the basis of based upon the number of Registrable Securities owned by each holdershares which such holders, Holdings and the Investors requested to be included, (iib) second, the securities which the Company proposes to sell and (c) third, any other securities requested proposed to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration the registration (i) firstsecurities requested to be included therein by the holders requesting such registration, the Registrable Securities requested to be included in such registration and the other securities requested to be included in such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities so requested to be included in the registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration is an ----------------------------------- underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than an Investor Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities shares owned by each such holder, calculated as if such shares had been converted at such time to Common Stock, and (ii) second, the other securities requested or permitted to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting in an orderly manner in such offering within a price range reasonably acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in the such registration (i) first, the Registrable Securities requested to be included therein by RSI, and any securities of the Company requested to be included in the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities shares owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration and (ii) second, the Registrable Securities and the other securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities and such other securities on the basis of the number of Registrable Securities shares owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (iiB) second, the other securities requested to be included in the 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 securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities owned by each holderholder of Registrable Securities participating in such offering, and (ii) second, the second other securities requested to be included in the such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesCompany Securities, and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold without adversely affecting the marketability of the in such offering, the Company shall will include in the such registration (i) first, the Registrable Securities securities requested to be included in therein by the holders requesting such registration, pro rata (ii) second, securities which are either Registrable Securities or securities having pari passu piggyback registration rights, among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities owned by each holdersecurities so requested to be included therein, and (iiiii) secondthird, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities owned shares to be included by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (ia) first, the securities requested to be included therein by the holders requesting such registration, (b) second, the Registrable Securities requested to be included in the such registration, pro rata among the holders Holders of the Registrable Securities such securities on the basis of the number of Registrable Securities owned by each holder, such Holder and (iic) secondthird, the other securities requested to be included in the such registration.

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 Holders of Registrable Securities), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the registration, such registration pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each holder, such Holder and (ii) second, the any other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities securities requested to be included in the registration, pro rata among therein by the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and requesting such registration (ii) second, the Registrable Securities requested by Transcend to be included in such registration, and (iii) third, other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a the Piggyback Registration is applies only to an underwritten secondary registration on behalf of holders of securities of the Company's securities, and the managing underwriters advise underwriter(s) for such offering being registered by the Company advise(s) the Company in writing that that, in its/their opinion opinion, the number of securities Shares requested to be included in the such registration exceeds the number that which can be sold registered on such registration statement without materially adversely affecting the marketability distribution of the offeringsuch securities, the Company shall will include in the such registration (i) first, the Registrable Securities securities requested to be included in therein by the initial holders requesting such registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the securities purchased by the Purchaser pursuant to this Subscription Agreement and all other purchasers in the same offering, and (iii) third, any other securities requested to be included in such registration, apportioned pro rata among the registrationholders of such securities.

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 that in their reasonable opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities and such other securities owned by each holdersuch holder at such time, and (ii) second, the other securities requested to be included in the 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 securitiessecurities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that can be sold without adversely affecting the marketability of the in such offering, at a price reasonably related to fair value, the Company shall include in will allocate the registration (i) securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration by the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities requested to be included in the registrationInvestor.

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

Priority on Secondary Registrations. If Subject to the terms and conditions of Section 3, 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration the securities requested to be included therein by the holders requesting such registration (i) first, and the Registrable Securities requested to be included in the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (ii) second, the other securities requested to be included in the 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 underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company shall include in such registration, the securities requested to be included therein by the holders requesting such registration (i) first, and the Registrable Securities requested to be included in the such registration, pro rata among the such requesting holders and the holders of the such Registrable Securities Securities, on the basis of the number of Registrable Securities shares owned by each such holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iiiii) secondthird, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (ia) first, the securities requested to be included therein by the holders requesting such registration, (b) second, the Registrable Securities requested to be included in the such registration, pro rata among the holders Holders of the Registrable Securities such securities on the basis of the number of Registrable Securities owned by each holder, such Holder and (iic) secondthird, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the maximum number that which can be sold in such offering without adversely affecting the marketability of the offering, offering the Company shall include in the such registration (i) first, (A) the securities requested to be included therein by the holders requesting such registration and (B) the Registrable Securities and the SDN Registrable Securities requested to be included in therein by the registrationHolders and the SDN Holders, respectively, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, according to their respective ownership and (ii) second, the other securities requested to be included selected by the Company in the registrationaccordance with then existing agreements.

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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such 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 the such registration, pro rata -29- 35 among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities owned by each such holder, and (iiB) second, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a the Piggyback Registration is applies only to an underwritten secondary registration on behalf of holders of securities of the Company's securities, and the managing underwriters advise underwriter(s) for such offering being registered by the Company advise(s) the Company in writing that that, in its/their opinion opinion, the number of securities Shares requested to be included in the such registration exceeds the number that which can be sold registered on such registration statement without materially adversely affecting the marketability distribution of the offeringsuch securities, the Company shall will include in the such registration (i) first, the Registrable Securities securities requested to be included in therein by the initial holders requesting such registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the securities purchased by the Purchaser pursuant to this Subscription Agreement and all other purchasers in the Bridge Offering, and (iii) third, any other securities requested to be included in such registration, apportioned pro rata among the registrationholders of such securities.

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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the registration such registration: (i) first, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be registered by each such holder, ; and (ii) second, the other securities requested to be included in the 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 that in their opinion marketing factors require a limitation of the number of securities to be included in such registration, the Company shall include in such registration (i) first, the securities requested to be included in such registration by the registration exceeds the number that can be sold without adversely affecting the marketability of the offeringholders requesting such registration, the Company shall include in the registration (iii) firstsecond, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the Registrable Securities Holders on the basis of the number of shares of Registrable Securities owned requested to be included in such registration by each holdersuch Holder, and (iiiii) secondthird, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, Registrable Securities requested to be included in the such registration, pro rata among the such holders of the Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iiiii) secondthird, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such Registrable Securities on the basis of the number of Registrable Securities owned shares to be included by each such holder, and (ii) second, the other securities requested to be included in the such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf at the request of holders of the Company's securities, ’s securities (other than Lender) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that (the “Maximum Secondary Number”) which can be sold in such offering without adversely affecting having a material adverse effect on the marketability price of the offeringsuch securities, the Company shall will include in such registration, up to the registration Maximum Secondary Number, (i) first, the Registrable Securities securities requested to be included in the registration, pro rata among therein by the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder(other than Lender) requesting such registration, and (ii) second, the other securities Registrable Shares requested by Lender to be included in the 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, securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that can be sold without adversely affecting the marketability of the in such offering, at a price reasonably related to fair value, the Company shall include in will allocate the registration (i) securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, any securities (including Registrable Securities Securities) requested to be included in the such registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and (ii) second, the other securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the 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 the such registration, pro rata among the holders of the Registrable Securities such securities on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such holder, and (ii) second, the other securities requested to be included in the such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in the such registration (i) first, the Registrable Securities securities requested by the Investors to be included in the such registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holderrata, and (ii) second, the other securities requested by the Other Stockholders to be included in such registration, pro rata, (iii) third, the securities requested by any other parties to be included in such registration, pro rata. and (iv) fourth, the securities the Company proposes to sell.

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 that in their opinion the number of securities requested to be included in the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the such registration (i) first, the Registrable Securities securities requested to be included in the registration, pro rata among therein by the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, and requesting such registration (ii) second, the Registrable Securities requested by Transcend to be included in such registration, and (iii) third, other securities requested to be included in the 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 (other than pursuant to this Agreement) and the managing representative of the underwriters advise advises the Company in writing that in their its opinion marketing factors require a limitation of the number of securities requested to be included in the registration exceeds the number that can be sold without adversely affecting the marketability of the offeringsuch registration, the Company shall include in the such registration (i) first, the securities requested to be included in such registration by the holders requesting such registration (which, in the case of a registration pursuant to Section 1.2, shall be the Initiating Holders); (ii) second, the number of Registrable Securities requested to be included in such registration by the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, Holders; and (iiiii) secondthird, the any other securities requested to be included in the registrationsecurities.

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 of Registrable Securities), 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 the such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in the registration such registration: (ia) first, the securities requested to be included therein by the holders requesting registration, and the Registrable Securities requested to be included in the such registration, pro rata among the holders of the such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder, and (iib) second, the other such securities requested to be included in the 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 that in their opinion the number of securities requested to be included in the such registration exceeds the maximum number that which can be sold in such offering without adversely affecting the marketability of the offering, offering the Company shall include in the such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in therein by the registrationHolders, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by each holder, according to their respective ownership and (iiiii) secondthird, the other securities requested to be included selected by the Company in the registrationaccordance with then existing agreements.

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