Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and the Registrable Common Stock 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 and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis of the number of shares requested to be registered by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf Securities (who have registration rights with respect thereto permitted under the terms of the Company where the use of proceeds includes a Stock Repurchasethis Agreement), and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Common Stock Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares requested to owned by each such holder which, in the opinion of the underwriters, can be registered by sold without any such holders adverse effect and (iiiii) secondthird, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holderswhich, in the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis opinion of the number of shares requested to underwriters, can be registered by themsold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchasesecurities, and the managing underwriter advises underwriters advise the Company in writing that in its their reasonable opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders initially requesting such registration and the Registrable Common Stock Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holders holder, and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holderswhich, in the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis opinion of the number of shares requested to underwriters, can be registered by themsold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities (other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock RepurchaseHolders), and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) initial holders requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Common Stock Securities of Holders requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities Holders on the basis of the number of shares Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be registered by such holders included therein and (iiiii) secondthird, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holderswhich, in the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis opinion of the number of shares requested to underwriters, can be registered by themsold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or the Stockholders (any such holders, the “Other Holders”) (it being understood that secondary registrations on behalf of the Company where the use holders of proceeds includes a Stock RepurchaseRegistrable Securities are addressed in Section 2.1 above rather than in this Section 2.2(d)), and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number that which can be sold in such offering therein without having an adverse effect on such adversely affecting the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to all of the securities requested to be included therein by the holder(s) Other Holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration, pro rata among the respective holders thereof on the basis of the amount owned by each such holder and its Affiliates, and (ii) second, the 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 by such holders and (ii) second, to other securities (including Registrable Common Stock) requested to be included in owned by each such registration by other security holders, the Company holder and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis of the number of shares requested to be registered by themits Affiliates.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchasesecurities, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders initially requesting such registration and which, in the Registrable Common Stock requested to opinion of the underwriters, can be included in sold without any such registrationadverse effect, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by such holders and holder, (ii) second, to other securities (including the Registrable Common Stock) Securities requested to be included in such registration by other security holderswhich, in the Company and Purchaseropinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders of such holder(s), the Company and Purchaser securities on the basis of the number of shares securities owned by such Holder, and (iii) third, other securities requested to be registered by themincluded in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder of the Company’s 's securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock RepurchaseStock, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on 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, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders requesting such registration and the Registrable Common Stock registration, (ii) second, other securities requested to be included in such registration, registration pro rata among the holders of such securities securities, including, without limitation, Holders of Registrable Common Stock and the Existing Holders, on the basis of the number of shares requested to be registered by such holders and (ii) second, to other securities (including Registrable Common Stock) requested to be included in or as such registration by other security holders, the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis of the number of shares requested to be registered by themholders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s equity securities (other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock RepurchaseMajority Holders), and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall will include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders initially requesting such registration and the Registrable Common Stock Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Holders on the basis of the number of shares requested to Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be registered by sold without any such holders adverse effect, and (iiiii) secondthird, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holderswhich, in the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis opinion of the number of shares requested to underwriters, can be registered by themsold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchase's securities, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders requesting such registration and the Registrable Common Stock Securities requested to be included in such registration, pro rata among the holders of any 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 (ii) second, to other securities requested to be included in such registration. Notwithstanding the foregoing, if a Piggyback Registration is an underwritten secondary offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by Management Members (including Registrable Common Stockor their family members) requested to be included in such registration by other security holdersoffering would adversely affect the marketability of the offering, the Company and Purchaser, pro rata among shall be entitled to exclude from such holder(soffering the Registrable Securities held by such Management Members (or their family members), the Company and Purchaser on the basis of the number of shares requested to be registered by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock Company Shares or on behalf of the Company where the use of proceeds includes a Stock Share Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without with-out having such effect, allocated (i) first, to the securities requested to be included therein by Registrable Company Shares which the holder(s) requesting such registration and the Registrable Common Stock Shareholders requested to be included in such registration, pro rata among the holders of such securities Company Shares on the basis of the number of shares Company Shares requested to be registered by such holders and (ii) second, to among other Company securities (including Registrable Common Stock) requested to be included in such registration by other security holders, holders of the Company and Purchaser, pro rata among such holder(s), or the Company where the use of proceeds includes a Share Repurchase on such basis as such holders may agree among themselves and Purchaser on the basis of the number of shares requested to be registered by themCompany.

Priority on Secondary Registrations. If a Piggyback Piggy-Back Registration is initiated as an a secondary underwritten registration (which for the avoidance of doubt does not include the Initial Offering) on behalf of a holder of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock RepurchaseHolder, and the managing underwriter Underwriter advises the Company in writing that in its reasonable opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter Underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration registration, (ii) second, among the Company and Holder pro rata or on such basis as the Registrable Common Stock requested to be included in such registrationHolder may otherwise agree with the Company, and (iii) third, among other security holders of the Company, pro rata among the holders of such securities holder(s) on the basis of the number percentage of the shares requested to be registered by them or on such holders and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and Purchaser, pro rata among basis as such holder(s), ) may agree among themselves and the Company and Purchaser on the basis of the number of shares requested to be registered by themCompany.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchasesecurities, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders initially requesting such registration and the Registrable Common Stock Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, 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 holders holder, and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holderswhich, in the Company and Purchaseropinion of the underwriters, can be sold without any such adverse effect (which, in the case of Registrable Securities requested to be included in such registration, shall be included pro rata among the holders of such holder(s), the Company and Purchaser Registrable Securities on the basis of the number of shares requested to be registered owned by themeach such Holder).

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock or on behalf Securities and such registration permits the inclusion of the Company where the use of proceeds includes a Stock RepurchaseStockholder’s Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and the Registrable Common Stock 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 and (ii) second, to the Registrable Securities and other securities (including Registrable Common Stock) requested to be included in such registration by the Stockholders, other security holders, holders and the Company and PurchaserCompany, pro rata among the Stockholders, such holder(s), other security holders and the Company and Purchaser on the basis of the number of shares requested to be registered by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock RepurchaseCorporation's securities, and the managing underwriter advises underwriters advise the Company Corporation in writing that in its their opinion the inclusion of the number of securities requested to be included in such registration exceeds the number offering creates a substantial risk that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can per share of Common Stock will be soldreduced, then the Company shall Corporation will include in such registration the maximum number of shares that Registrable Shares requested to be included in such underwriter advises can be so sold without having such effect, allocated (i) first, to registration and the securities requested to be included therein by the holder(s) holders of the Corporation's securities requesting such registration (all such Registrable Shares and other securities requesting such registration being collectively referred to as the Registrable Common Stock requested to "Secondary Shares") which in the opinion of such underwriters can be included sold in such registrationoffering without creating such a risk, pro rata among the holders of such securities Secondary Shares on the basis of the number of shares requested Secondary Shares owned or deemed to be registered owned by such holders and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and Purchaser, with further successive pro rata allocations among the holders of Secondary Shares if any such holder(s), holder of Secondary Shares has requested the Company and Purchaser on the basis registration of the number of shares requested less than all such Secondary Shares such Person is entitled to be registered by themregister.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration offering on behalf of a holder of the Company’s securities other than Registrable Common Stock Ordinary Shares or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration offering exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration offering the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and the Registrable Common Stock Ordinary Shares requested to be included in such registrationtherein, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders included therein and (ii) second, to other securities (including Registrable Common StockOrdinary Shares) requested to be included in such registration by other security holders, the Company and Purchaserthe Investor, pro rata among such holder(s), the Company and Purchaser the Investor on the basis of the number of shares requested to be registered included by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchasesecurities, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders initially requesting such registration and the Registrable Common Stock Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holders included therein, and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holderswhich, in the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis opinion of the number of shares requested to underwriters, can be registered by themsold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is initiated as an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities other than Registrable Common Stock or on behalf of who have the Company where the use of proceeds includes contractual right to initiate such a Stock Repurchaseregistration, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without having an adverse effect on such adversely affecting the Company or the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) holders initially requesting such registration registration, any Registrable Securities requested to be included therein and (if permitted by the holders of a majority of the ABRY Registrable Common Stock Securities) any other securities of the Company requested to be included in such registration, in each instance which in the opinion of such underwriters can be sold without adversely affecting the Company or the marketability of the offering, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, (to the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis of the number of shares requested extent permitted to be registered so included, in the case of securities which are not Registrable Securities) by themeach such holder.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock or on behalf Securities and such registration permits the inclusion of the Company where the use of proceeds includes a Stock RepurchaseStockholder’s Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and (ii) the Registrable Common Stock Securities and other securities requested to be included in such registrationregistration by the Stockholders, other security holders and the Company, pro rata among the Stockholders, such other security holders of such securities and the Company on the basis of the number of shares requested to be registered by such holders and (ii) second, to them so long as no other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis of the number of shares requested to be registered by themrights remain outstanding.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s 's securities other than Registrable Common Stock Securities or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration if and to the Registrable Common Stock requested extent that such holder(s) were granted registration rights by the Company prior 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 date hereof and (ii) second, to other securities (including the Registrable Common Stock) Securities requested to be included in such registration by other security holdersthe Investor, and (iii) third, the Company and Purchaser, pro rata among such holder(s), securities the Company proposes to sell and Purchaser on the basis of the number of shares such other securities requested to be registered included by themother security holders of the Company, on such basis as such holders may agree among themselves and the Company.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and the Registrable Common Stock 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 and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and Purchaserthe Stockholder, pro rata among such holder(s), the Company and Purchaser the Stockholder on the basis of the number of shares requested to be registered by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and the Registrable Common Stock 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 and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and PurchaserInvestor, pro rata among such holder(s), the Company and Purchaser Investor on the basis of the number of shares requested to be registered by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Common Stock Company Shares or on behalf of the Company where the use of proceeds includes a Stock Share Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without with-out having such effect, allocated (i) first, to the securities requested to be included therein by Registrable Company Shares which the holder(s) requesting such registration and the Registrable Common Stock Shareholders 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 and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by Travelport Intermediate and other security holders, the Company and Purchaser, pro rata among such holder(s), the Company and Purchaser on the basis of the number of shares requested to be registered by them.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration secondary offering on behalf of a holder holders of the Company’s Corporation's securities (other than the Holders of Registrable Common Stock or on behalf of the Company where the use of proceeds includes a Stock RepurchaseShares), and the managing underwriter advises or underwriters advise the Company Corporation in writing that in its their opinion it is probable that the inclusion of the number of securities requested to be included in such registration exceeds would adversely affect the number that can marketability of the shares to be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall Corporation will include in such registration the maximum number of shares that Registrable Shares requested to be included in such underwriter advises can be so sold without having such effect, allocated (i) first, to registration and the securities requested to be included therein by the holder(s) holders of the Corporation's securities requesting such registration (all such Registrable Shares and other securities requesting such registration being collectively referred to as the Registrable Common Stock requested to "SECONDARY SHARES") which in the opinion of such underwriters can be included in sold without having such registrationeffect, pro rata among the holders of such securities Secondary Shares on the basis of the number of shares requested Secondary Shares owned or deemed to be registered owned by such holders and (ii) second, to other securities (including Registrable Common Stock) requested to be included in such registration by other security holders, the Company and Purchaser, with further successive pro rata allocations among the holders of Secondary Shares if any such holder(s), holder of Secondary Shares has requested the Company and Purchaser on the basis registration of the number of shares requested less than all such Secondary Shares it is entitled to be registered by themregister.