Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. Subject to the limitations contained in this Agreement (including Section 6) and the last sentence of this paragraph, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success or offering price of such offering, then the amount or kind of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, however, that if securities are being offered for the account of other Persons as well as the Partnership, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expire.

Piggy Back Registration. Subject to the limitations Notwithstanding anything contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class underwritten offering described in Section 2.2 have informed, in writing, the Piggy-Back Holders that it is their opinion that the total number of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to Shares that the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to the Company and Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then the amount or kind number of securities Shares to be offered for the accounts account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero if necessary) or limited pro rata in proportion to the respective number of Shares requested to be registered to the extent necessary to reduce the total amount number of securities Shares requested to be included in such offering to the amount number of Shares, if any, recommended by such managing underwriterUnderwriters; provided, however, that (A) if securities are being such offering is effected for the account of Demanding Holders pursuant to Section 2.1, then the number of Shares to be offered for the account of each Person shall be reduced in accordance with Section 2.3(a), and (B) if such offering is effected for the account of any other Persons as well as securityholder of the PartnershipCompany pursuant to the demand registration rights of such securityholder, such reduction shall not represent a greater fraction of then (x) the number of securities intended Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of the Piggy-Back Holders and any other holders that have requested to include Shares in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expiremanaging Underwriters.

Piggy Back Registration. Subject to the limitations contained in this Agreement (including provisions of Section 6) and the last sentence of this paragraph3.4(b), if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class underwritten offering described in Section 3.2 have informed the Company in writing that it is their opinion that the total number of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to Equity Shares that the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to Company and the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons desiring to participate in a registration other than a Demand Registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then the amount or kind number of securities Equity Shares to be offered for the accounts account of the Holders and all such other Persons (other than the Company) participating in such registration shall be reduced pro rata (to zero if necessary) or limited PRO RATA in proportion to the respective number of Equity Shares requested to be registered to the extent necessary to reduce the total amount number of securities Equity Shares requested to be included in such offering to the amount number of Equity Shares, if any, recommended by such managing underwriterUnderwriters; providedPROVIDED, howeverHOWEVER, that if securities are being such offering is effected for the account of any security holder of the Company other than a Holder pursuant to the demand registration rights of such security holder, then (x) the number of Equity Shares to be offered for the account of other Persons as well as the PartnershipCompany (if any) shall be reduced (to zero, such reduction shall not represent a greater fraction of if necessary) and (y) thereafter, if necessary, the number of securities intended Equity Shares to be offered for the account of the Holders and any other holders that have requested to include Equity Shares in such registration (but not such security holders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (y) PRO RATA in proportion to the respective number of Equity Shares requested to be registered, to the extent necessary to reduce the total number of Equity Shares requested to be included in such offering to the number of Equity Shares, if any, recommended by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expiremanaging Underwriters.

Piggy Back Registration. Subject to the limitations contained in this Agreement (including Section 6) and the last sentence of this paragraph, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success or offering price of such offering, then the amount or kind of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, however, that if securities are being offered for the account of other Persons as well as the Partnership, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expire.

Piggy Back Registration. Subject Notwithstanding anything to the limitations contrary contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing underwriter(s) of any class underwritten offering that is the subject of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed Piggy-Back Registration have informed the Company in connection with an exchange offer or an offering of securities solely to writing that in their opinion the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such total number of Registrable Securities as each such Holder may request. Upon that the written request of any Holder of Registrable Securities made within 5 days of receipt of such noticeCompany, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Piggy-Back Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons intend to include in such offering is sufficiently large to exceeds the number that can be sold in such offering without materially and adversely affect affecting the success or offering price marketability of such the offering, then (i) the amount or kind number of securities Registrable Securities to be offered for the accounts account of Holders all other persons that have requested to include Registrable Securities in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be included; (ii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Piggy-Back Holders (if any) shall be reduced (to zero, if necessary); and (iii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount number of securities Registrable Securities requested to be included in such offering to the amount recommended by number of Registrable Securities, if any, that such managing underwriterunderwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided, however, that that, if securities are being offered for such Piggy-Back Registration contemplates an "over-allotment option" on the account part of other Persons as well as underwriters, to the Partnership, extent such reduction shall not represent a greater fraction over-allotment option is exercised and Holders of the number Registrable Securities were excluded from registering any of securities intended the Registrable Securities they requested be included in such registration pursuant to the cutback provisions of this Section 2.4(b), then the over-allotment option shall be offered by Holders than fulfilled through the fraction registration and sale of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offerexcluded Registrable Securities. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expire.ARTICLE III

Piggy Back Registration. Subject to the limitations contained in this Agreement (including provisions of Section 6) and the last sentence of this paragraph3.4(b), if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class underwritten offering described in Section 3.2 have informed the Company in writing that it is their opinion that the total number of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to Equity Shares that the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to Company and the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons desiring to participate in a registration other than a Demand Registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then the amount or kind number of securities Equity Shares to be offered for the accounts account of the Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero if necessary) or limited pro rata in proportion to the respective number of Equity Shares requested to be registered to the extent necessary to reduce the total amount number of securities Equity Shares requested to be included in such offering to the amount number of Equity Shares, if any, recommended by such managing underwriterUnderwriters; provided, however, that if securities are being such offering is effected for the account of any security holder of the Company other than a Holder pursuant to the demand registration rights of such security holder, then (x) the number of Equity Shares to be offered for the account of other Persons as well as the PartnershipCompany (if any) shall be reduced (to zero, such reduction shall not represent a greater fraction of if necessary) and (y) thereafter, if necessary, the number of securities intended Equity Shares to be offered for the account of the Holders and any other holders that have requested to include Equity Shares in such registration (but not such security holders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (y) pro rata in proportion to the respective number of Equity Shares requested to be registered, to the extent necessary to reduce the total number of Equity Shares requested to be included in such offering to the number of Equity Shares, if any, recommended by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expiremanaging Underwriters.

Piggy Back Registration. Subject Notwithstanding anything to the limitations contrary contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed underwritten offering described in connection with an exchange offer or an offering of securities solely to Section 3 hereof have informed, in writing, the Partnership’s existing unitholders), then Piggy-Back Holders that it is their opinion that the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such total number of Registrable Securities as each such Holder may request. Upon the written request of any Holder shares of Registrable Securities made within 5 days Common Stock that the Company and Holders of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership Registrable Common Stock and any other Persons desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then the amount or kind number of securities shares of Registrable Common Stock to be offered for the accounts account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero, if necessary) or limited pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered, to the extent necessary to reduce the total amount number of securities shares of Registrable Common Stock requested to be included in such offering to the amount number of shares of Registrable Common Stock, if any, recommended by such managing underwriterUnderwriters; provided, however, that if securities are being such offering is effected for the account of any other securityholder of the Company pursuant to the Demand Registration rights of such securityholder, then the number of shares of Registrable Common Stock to be offered for the account of the Company, the Piggy-Back Holders and any other Persons as well as holders that have requested to include shares of Registrable Common Stock in such registration (but not such securityholders who have exercised their Demand Registration rights) shall be reduced (to zero, if necessary), in the Partnershipcase of this clause pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered, to the extent necessary to reduce the total number of shares of Registrable Common Stock requested to be included in such reduction shall not represent a greater fraction of offering to the number of securities intended to be offered shares of Registrable Common Stock, if any, recommended by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expiremanaging Underwriters.

Piggy Back Registration. Subject to the limitations Notwithstanding anything contained in this Agreement herein, (including Section 6i) and the last sentence of this paragraph, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed underwritten offering described in connection with an exchange offer or an offering of securities solely to the Partnership’s existing unitholders)Section 2.2 have informed, then the Partnership shall in each case give written notice of such proposed filing to writing, the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities requesting inclusion in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, that it is their opinion that the total amount or kind number of securities shares which the HoldersCompany, the Partnership Holders and any other Persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then then, the amount or kind number of securities shares to be offered for the accounts of Holders shall be reduced pro rata or limited in the following order of priority: first, the number of shares to be offered by all holders of securities of the same class as the Registrable Securities (other than the Company and the Holders) to the extent necessary to reduce the total amount number of securities to be included in such offering to the amount shares as recommended by such managing underwriterUnderwriter or Underwriters; providedand second, howeverif further reduction or limitation is required, that if securities are being offered for the account of other Persons as well as the Partnership, such reduction shall not represent a greater fraction of the number of securities intended shares to be offered by the Holders than of Registrable Securities shall be reduced or limited on a pro rata basis in proportion to the fraction relative number of similar reductions imposed on Registrable Securities owned by such other Persons other than Holders of Registrable Securities participating in the Partnership over registration and (ii) if the amount managing Underwriter or Underwriters of securities they intended any underwritten offering described in Section 2.2 have informed the Company or Investors in writing that it is their opinion that the inclusion of Registrable Securities owned, directly or indirectly, by Xxxxxxx X. Xxxx, would materially and adversely affect the success of such offering, then the portion of such Registrable Securities deemed to offer. The Holders’ piggy-back registration rights under this Agreement have such effect shall expire at the same time on which the Demand Registration—General rights expirebe excluded from such offering.

Piggy Back Registration. Subject Notwithstanding anything to the limitations contrary contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing underwriter(s) of any class underwritten offering that is the subject of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed Piggy-Back Registration have informed the Company in connection with an exchange offer or an offering of securities solely to writing that in their opinion the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such total number of Registrable Securities as each such Holder may request. Upon that the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, Company and the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Piggy-Back Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons intend to include in such offering is sufficiently large to exceeds the number that can be sold in such offering without materially and adversely affect affecting the success or offering price marketability of such the offering, then (i) the amount or kind number of securities Registrable Securities to be offered for the accounts account of Holders all other persons that have requested to include Registrable Securities in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be included; (ii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Piggy-Back Holders (if any) shall be reduced (to zero, if necessary); and (iii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount number of securities Registrable Securities requested to be included in such offering to the amount recommended by number of Registrable Securities, if any, that such managing underwriterunderwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided, however, that that, if securities are being offered for such Piggy-Back Registration contemplates an "over-allotment option" on the account part of other Persons as well as underwriters, to the Partnership, extent such reduction shall not represent a greater fraction over-allotment option is exercised and Holders of the number Registrable Securities were excluded from registering any of securities intended the Registrable Securities they requested be included in such registration pursuant to the cutback provisions of this Section 2.4(b), then the over-allotment option shall be offered by Holders than fulfilled through the fraction registration and sale of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offerexcluded Registrable Securities. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expire.ARTICLE III

Piggy Back Registration. Subject Notwithstanding anything to the limitations ----------------------- contrary contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class underwritten offering described in Section 2.2 have informed the Company in writing that it is their opinion that the total number of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to Equity Shares that the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to Company and the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons desiring to participate in a registration other than a Demand Registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then the amount or kind number of securities Equity Shares to be offered for the accounts account of the Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero if necessary) or limited pro rata in proportion to the respective number of Equity Shares requested to be registered to the extent necessary to reduce the total amount number of securities Equity Shares requested to be included in such offering to the amount number of Equity Shares, if any, recommended by such managing underwriterUnderwriters; provided, however, that if securities are being such offering is effected for the account of any other security holder of the Company pursuant to the demand registration rights of such security holder, then (x) the number of Equity Shares to be offered for the account of other Persons as well as the PartnershipCompany (if any) shall be reduced (to zero, such reduction shall not represent a greater fraction of if necessary) and (y) thereafter, if necessary, the number of securities intended Equity Shares to be offered for the account of the Holders and any other holders that have requested to include Equity Shares in such registration (but not such security holders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (y) pro rata in proportion to the respective number of Equity Shares requested to be registered, to the extent necessary to reduce the total number of Equity Shares requested to be included in such offering to the number of Equity Shares, if any, recommended by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expiremanaging Underwriters.

Piggy Back Registration. Subject to the limitations contained in this Agreement (including Section 6‎6) and the last sentence of this paragraph, if if, after the Partnership Effectiveness Target Date, Partners proposes to file a registration statement under the Act with respect to an offering by it for its own account of any class of security Common Units (other than a registration statement on Form S-4 or S-8 or a generic or universal shelf registration statement on Form S-3 or any successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to the Partnership’s Partners’ existing unitholders), or if, to the extent inclusion of Registrable Securities is permitted by Law, Partners plans to offer any Common Units for its own account pursuant to a “shelf take-down,” then the Partnership Partners shall in each case give written notice of such proposed filing to the Holders at least 20 10 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register or offer such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, the Partnership Partners shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership Partners included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities Common Units which the Holders, the Partnership Partners and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success or offering price of such offering, then the amount or kind of securities Common Units to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, however, that if securities are being offered for the account of other Persons as well as the PartnershipPartners, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons (other than the Partnership Partners) over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expire.

Piggy Back Registration. Subject Notwithstanding anything to the limitations contrary contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing Underwriter or Underwriters of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed underwritten offering described in connection with an exchange offer or an offering of securities solely to Section 3 hereof have informed, in writing, the Partnership’s existing unitholders), then Piggy-Back Holders that it is their opinion that the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such total number of Registrable Securities as each such Holder may request. Upon the written request of any Holder shares of Registrable Securities made within 5 days Common Stock that the Company and Holders of receipt of such notice, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership Registrable Common Stock and any other Persons desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, then the amount or kind number of securities shares of Registrable Common Stock to be offered for the accounts account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero, if necessary) or limited pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered, to the extent necessary to reduce the total amount number of securities shares of Registrable Common Stock requested to be included in such offering to the amount number of shares of Registrable Common Stock, if any, recommended by such managing underwriterUnderwriters; provided, however, that if securities are being such offering is effected for the account of any other securityholder of the Company pursuant to the Demand Registration rights of such securityholder, then the number of shares of Registrable Common Stock to be offered for the account of the Company, the Piggy-Back Holders and any other Persons as well as holders that have requested to include shares of Registrable Common Stock in such registration (but not such securityholders who have exercised their Demand Registration rights) shall be reduced (to zero, if necessary), in the Partnershipcase of this clause pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered, to the extent necessary to reduce the total number of shares of Registrable Common Stock requested to be included in such reduction shall not represent a greater fraction of offering to the number of securities intended to be offered shares of Registrable Common Stock, if any, recommended by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expiremanaging Underwriters.

Piggy Back Registration. Subject to If the limitations contained in this Agreement (including Section 6managing underwriter(s) and the last sentence of this paragraph, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed underwritten offering described in connection with an exchange offer or an offering of securities solely to the Partnership’s existing unitholders)Section 3 have informed, then the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such noticewriting, the Partnership shall use its Best Efforts to cause selling Eligible Holders of the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities Registrable Shares requesting inclusion in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, that it is their opinion that the total amount or kind of securities Common Stock which the HoldersCompany, the Partnership selling Eligible Holders and any other Persons desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success or offering price of such offering, including the price at which such securities can be sold, then the amount or kind of securities to be offered for the accounts account of the selling Eligible Holders and all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective amount of Shares requested to be registered to the extent necessary to reduce the total amount of securities Shares requested to be included in such offering to the amount of Shares, if any, recommended by such managing underwriterunderwriters; provided, however, that if securities are being such offering is effected for the account of any securityholder of the Company other than the selling Eligible Holders, pursuant to the demand registration rights of any such securityholder, then the amount of Shares to be offered for the account of the selling Eligible Holders and all other Persons as well as the Partnership, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons (other than the Partnership over Company and such securityholders who have exercised their demand registration rights) participating in such registration shall be reduced or limited pro rata in proportion to the respective amount of shares requested to be registered to the extent necessary to reduce the total amount of Shares requested to be included in such offering to the amount of securities they intended Shares, if any, recommended by such managing underwriters. If a reduction in the Registrable Shares pursuant to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at Section 4(a) above would, in the same time judgment of the managing underwriter(s) or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Shares of the Eligible Holders requested to be included would have on which the Demand Registration—General rights expireany underwritten offering, such Registrable Shares will be excluded from such offering.

Piggy Back Registration. Subject Notwithstanding anything to the limitations contrary contained in this Agreement (including Section 6) and the last sentence of this paragraphherein, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it for its own account managing underwriter(s) of any class underwritten offering that is the subject of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed Piggy-Back Registration have informed the Company in connection with an exchange offer or an offering of securities solely to writing that in their written opinion the Partnership’s existing unitholders), then the Partnership shall in each case give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such total number of Registrable Securities as each such Holder may request. Upon Shares that the written request of any Holder of Registrable Securities made within 5 days of receipt of such noticeCompany, the Partnership shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Piggy-Back Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Partnership included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount or kind of securities which the Holders, the Partnership and any other Persons desiring to participate in such registration intend to include in such offering is sufficiently large to exceeds the number which can be sold in such offering without materially and adversely affect affecting the success or offering price marketability of such the offering, then (w) the amount or kind number of securities Shares to be offered for the accounts account of all other Persons (other than the Company, the Piggy-Back Holders and any securityholder(s) for whom such registration constitutes an exercise of their demand registration rights) exercising piggy-back registration rights pursuant to a written agreement between such securityholder(s) and the Company that have requested to include Shares in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be included, (x) thereafter, if necessary, the number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary) if such registration was not initiated by the Company for its own account, (y) thereafter, if necessary, the number of Shares to be offered for the account of Piggy-Back Holders and any securityholder(s) exercising demand registrative rights pursuant to a written agreement between such securityholder(s) shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be included, and (z) thereafter, if necessary, the number of Shares to be offered for the account of the Company shall be reduced if such registration was initiated by the Company for its own account, to the extent necessary to reduce the total amount number of securities Shares requested to be included in such offering to the amount recommended by number of Shares, if any, that such managing underwriter; provided, however, that if securities are being offered for underwriter(s) believe can be included without materially and adversely affecting the account of other Persons as well as the Partnership, such reduction shall not represent a greater fraction success of the number offering provided that, if such registration contemplates an "over-allotment option" on the part of securities intended underwriters, to the extent such over-allotment option is exercised and the Holders of the Registrable Securities were excluded from registering any of the Registrable Securities they requested be offered by Holders than included in such registration pursuant to the fraction cutback provisions of similar reductions imposed on this Section 2.4(b), then the over-allotment option shall be fulfilled through the registration and sale of such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement shall expire at the same time on which the Demand Registration—General rights expireexcluded Registrable Securities.

Piggy Back Registration. Subject If, after the Closing Date, Purchaser proposes to register any Purchaser Common Stock under the Securities Act for sale to the limitations contained in this Agreement (including Section 6) and the last sentence of this paragraphpublic, if the Partnership proposes to file a registration statement under the Act with respect to an offering by it whether for its own account or for the account of any class of other security holders or both (other than except pursuant to a registration statement on Form S-4 or S-8 (or successor forms thereto any substitute form adopted by the SEC) or filed in connection with an exchange offer or an offering any other form that does not permit the inclusion of securities solely to the Partnership’s existing unitholdersshares by its security holders), then the Partnership shall in each case Purchaser will give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing dateShareholders of its intention to do so and, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon upon the written request of any Holder of Registrable Securities made such Shareholder given within 5 days of ten (10) Business Days after receipt of any such noticenotice (which request shall specify the number of Purchaser Shares intended to be sold or disposed of by such Shareholder up to the maximum number of shares set forth opposite the name of such Shareholder on Schedule I hereto under the heading "Company Shares"), the Partnership shall Purchaser will use its Best Efforts commercially reasonable efforts to cause the managing underwriter Purchaser Shares that such Shareholders shall have requested the registration of to be included in such registration and the related registration statement proposed to be filed by Purchaser; provided, however, that nothing herein shall prevent Purchaser from, at any time, abandoning, delaying or underwriters suspending the effectiveness of a proposed any such registration. If any such registration shall be underwritten offering in whole or in part, Purchaser may require the Purchaser Shares requested for inclusion pursuant to permit the Holders requested this Section 2.06 to be included in the Registration of such offering to include such securities in such offering underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If any similar securities of the Partnership included therein. Notwithstanding the foregoing, if such registration shall be underwritten in whole or in part and the managing underwriter’s or underwriters’ underwriters in good faith advise Purchaser in writing that, in their opinion, the total amount or kind number of securities Purchaser Shares and all other shares requested by right to be included in such underwriting exceeds the largest number of shares which the Holders, the Partnership and any other Persons intend to include can be sold in such offering is sufficiently large to materially and adversely affect the success or offering price of without having an adverse effect on such offering, then the amount or kind number of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities Purchaser Shares to be included in such offering an underwriting may be reduced (pro rata among the requesting holders (other than Purchaser and any other persons demanding registration pursuant to rights existing on the amount recommended by date hereof who are entitled to be protected against any such managing underwriter; provided, however, that if securities are being offered for the account of other Persons as well as the Partnership, such reduction shall not represent a greater fraction of reduction) based upon the number of securities intended shares so requested to be offered registered. All expenses of such offering, except the brokers' commissions or underwriting discounts payable by Holders than the fraction of similar reductions imposed on such other Persons other than the Partnership over the amount of securities they intended to offer. The Holders’ piggy-back registration rights under this Agreement Shareholders, shall expire at the same time on which the Demand Registration—General rights expirebe borne by Purchaser.