Common use of Priority in Piggyback Registration Clause in Contracts

Priority in Piggyback Registration. If in connection with a registration pursuant this Section 6.02, the lead managing underwriter advises the Company that, in its opinion, the inclusion of all the securities requested to be included in such registration exceeds the amount that can be sold in such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities as the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priority: (i) if such registration relates to an Underwritten Offering for the Company’s own account: (A) first, the number of securities that the Company proposes to sell and (B) second, the number of Registrable Securities requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein by the holder or holders requesting such registration and by holders of Registrable Securities (allocated pro rata among all such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offering.

Priority in Piggyback Registration. If in connection with a registration pursuant this Section 6.02Piggyback Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing underwriter advises Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the inclusion amount of all the securities (including Registrable Securities) requested to be included in such registration exceeds the amount that which can be sold in such Underwritten Offering within a proposed price range offering without adversely affecting materially interfering with the distribution successful marketing of the securities being offeredoffered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then the Company shall only include in such registration, to the registration statement for such Underwritten Offering such securities as extent of the number which the Company is so advised by may be included in such lead managing underwriter can be sold offering without adversely affecting such distribution in the following order of priority: effect, (i) if such in the case of a registration relates to an Underwritten Offering for initiated by the Company’s own account: , (A) first, the number of securities that the Company proposes to sell and register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Investors, allocated pro rata in proportion to the number of Registrable Securities requested to be included therein in such registration by Montpelier each of them, and (C) third, other securities of the Company to be registered on behalf of any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and Person, and (ii) if such registration relates to an Underwritten Offering on behalf in the case of a holder or holders of Equity Securities of the Company registration initiated by a Person other than Montpelier: the Company, (A) first, the Registrable Securities requested to be included in such registration by the Investors, allocated pro rata in proportion to the number of securities requested to be included therein by the holder or holders requesting in such registration and by holders each of Registrable Securities (allocated pro rata among all such holders) them, and (B) second, the securities proposed to be registered by any other Persons initiating such registration, allocated pro rata in proportion to the number of securities eligible for inclusion requested to be included in such Underwritten Offeringregistration by each of them; provided, that in the event the Company will not, by virtue of this Section 2(b)(ii), include in any such registration all of the Registrable Securities of any Investor requested to be included in such registration, such Investor may, upon written notice to the Company given within three (3) days of the time such Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Piggyback Registration. If any of the Piggyback Registrable Securities registered pursuant to any Piggyback Registration are to be sold in connection with one or more firm commitment underwritten offerings, and the managing underwriters advise in writing the Company and the Holders of such Piggyback Registrable Securities of an Underwriters Maximum Number, or, in the case of a registration pursuant this Section 6.02Piggyback Registration not being underwritten, the lead managing underwriter advises Company shall reasonably determine (and notify the Holders of Piggyback Registrable Securities of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of securities proposed to be sold in such offering exceeds the number of shares which can be sold in such offering within a price range acceptable to the Company, the Company thatshall include in such registration only such number of shares (including Piggyback Registrable Securities) which in the opinion of such underwriter or underwriters or the Company, as the case may be, can be sold within such price range, selected in its opinionthe following order of priority: (i) first, all of the shares that the Company proposes to register (but solely to the extent that the proceeds thereof shall not be used to purchase Common Stock or other securities of the Company), and the shares requested by any other Person having demand registration rights and having made demand for the subject registration, and (ii) second, the inclusion of all the securities Piggyback Registrable Securities requested to be included in such registration exceeds the amount by Holders that can have requested their Piggyback Registrable Securities to be sold included therein, pro rata in such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities as the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priority: (i) if such registration relates proportion to an Underwritten Offering for the Company’s own account: (A) first, the number of securities that the Company proposes to sell and (B) second, the number of Piggyback Registrable Securities requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf by each of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein by the holder or holders requesting such registration and by holders of Registrable Securities (allocated pro rata among all such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offeringthem.

Priority in Piggyback Registration. If in connection with In a registration pursuant this to Section 6.022.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the lead managing underwriter advises Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the Company, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company thatwill be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in its opinionsuch offering in the following order of priority: (i) first, the inclusion of all securities which the Company proposes to register and (ii) second, the securities which have been requested to be included in such registration exceeds by Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount that can of securities sought to be sold registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities as the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution offering in the following order of priority: : (i) if such registration relates to an Underwritten Offering for the Company’s own account: (A) first, the number securities of securities that the Company proposes to sell and (B) second, the number of Registrable Securities requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf Person whose exercise of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein by the holder or holders requesting such "demand" registration and by holders of Registrable Securities (allocated pro rata among all such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offering.right

Priority in Piggyback Registration. If in connection with a registration pursuant this Section 6.02, the lead managing underwriter advises of any proposed offering of securities included in a Piggyback Registration informs the Company Holders holding Included Registrable Securities in writing that, in its opinion, the inclusion total number of all securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price of the securities requested offered or the timing of the offering, then the securities to be included in such registration exceeds the amount that can shall be sold in such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities allocated as the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priorityfollows: (i) first, one hundred (100) percent of the securities that the Company has proposed to sell shall be included therein; and (ii) second, and only if such registration relates to an Underwritten Offering for all the Company’s own account: securities referenced in clause (Ai) firsthave been included, the number of securities Included Registrable Securities that, in the opinion of such underwriter, can be sold without having such adverse effect shall be included therein, with such number to be allocated pro rata among (x) the Holders of Included Registrable Securities on the basis of the percentages of the Included Registrable Securities held by such Holders, provided, however, that if as a result of the Company proposes provisions of this Section 3(b), any Holder shall not be entitled to sell include at least fifty (50) percent of such Holder's Included Registrable Securities, such Holder may withdraw such Holder's request to include all or any number of such Registrable Securities in such registration statement no later than twenty (20) days prior to its effectiveness; and (By) second, the number of Registrable Securities requested to be included therein by Montpelier and any other equity securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein by the holder or holders requesting such registration and by holders of Registrable Securities (allocated pro rata among all such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offeringregistration.

Priority in Piggyback Registration. If in connection with (i) a registration pursuant to this Section 6.026.2 involves an underwritten offering of the securities being registered, whether or not for sale for the lead account of Holdings, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter advises of such underwritten offering shall inform Holdings and the Company that, in Holders requesting such registration by letter of its opinion, belief that the inclusion amount of all the securities requested to be included in such registration exceeds the amount that which can be sold in (or during the time of) such Underwritten Offering offering within a proposed price range without adversely affecting the distribution of the securities being offeredacceptable to Holdings, then the Company shall only Holdings will include in the such registration statement for such Underwritten Offering such amount of securities as the Company which Holdings is so advised by such lead managing underwriter can be sold without adversely affecting in (or during the time of) such distribution in the following order of priority: (i) if such registration relates offering as follows: first, all securities proposed by Holdings to an Underwritten Offering be sold for the Company’s its own account: (A) first, the number of securities that the Company proposes to sell and (B) ; second, the number such securities of Registrable Securities Holdings requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates pursuant to an Underwritten Offering on behalf of a holder or holders of Equity Securities the terms of the Company other than Montpelier: (A) firstAmWest Registration Rights Agreement; third, the number of securities such Registrable Securities 25 requested to be included therein by the holder or holders requesting in such registration and by holders of Registrable Securities (allocated all other Holders pro rata among on the basis of the amount of such securities so proposed to be sold and so requested to be included by such Holders; and fourth, all such holders) and (B) second, any other securities eligible for inclusion of Holdings requested to be included in such Underwritten Offeringregistration pro rata on the basis of the amount of such securities so proposed to be sold and so requested to be included.

Priority in Piggyback Registration. If in connection with a registration pursuant this Section 6.02, Piggyback Registration involves an underwritten offering and the lead managing underwriter advises the Company and the Holders requesting registration that, in its opinion, the inclusion of all the securities requested to be included in such registration exceeds the amount that can be sold in such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities as the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priority: (i) if such registration relates to an Underwritten Offering for the Company’s own account: (A) first, the number of securities that the Company proposes to sell and (B) second, the number of Registrable Securities requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein in such registration by the holder or holders requesting Holders and other shareholders having the contractual right to do so exceeds the number that can be sold in such offering without jeopardizing the success of the offering, the Company will include in such registration (i) first, the securities the Company proposes to register, issue and by holders of Registrable Securities sell, (allocated pro rata among all such holders) and (Bii) second, securities of any other securities eligible shareholders whose exercise of registration rights initiated the Company's preparation of the applicable Registration Statement, and (iii) third, the number of shares requested for inclusion in such Underwritten Offeringregistration by Holders, and by any other shareholders having the contractual right to do so, that, in the opinion of such underwriter, can be sold without jeopardizing the success of the offering, with the number of shares to be included in such registration from each such Holder and other shareholder to be reduced pro rata on the basis of the relative number of shares each such Holder and other shareholder originally requested to be included in such registration, subject however, to any superior contractual rights that exist on the date hereof of any other holders of securities of the Company not to have the number of securities so included to be reduced. To the extent that the underwriter or the Company wishes to limit the number of shares to be included in the registration on behalf of the holders with superior contractual rights that exist on the date hereof, the shares of Common Stock of the Holders shall be excluded from such offering prior to excluding any shares held by such other holders.

Priority in Piggyback Registration. If in connection with (i) a registration pursuant to this Section 6.026.2 involves an underwritten offering of the securities being registered, whether or not for sale for the lead account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter advises of such underwritten offering shall inform the Company that, in and the Holders requesting such registration by letter of its opinion, belief that the inclusion amount of all the securities requested to be included in such registration exceeds the amount that which can be sold in (or during the time of) such Underwritten Offering offering within a proposed price range without adversely affecting acceptable to the distribution of the securities being offeredCompany, then the Company shall only will include in the such registration statement for such Underwritten Offering such amount of securities as which the Company is so advised by such lead managing underwriter can be sold without adversely affecting in (or during the time of) such distribution offering as follows: first, all securities proposed by the Company to be sold for its own account; second, such securities of the Company requested to be included in the following order of priority: (i) if such registration relates pursuant to an Underwritten Offering for the Company’s own account: (A) firstterms of the AmWest Registration Rights Agreement and the GPA Registration Rights Agreement; third, the number of securities that the Company proposes to sell and (B) second, the number of such Registrable Securities requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated registration by all Holders pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or holders of Equity Securities the basis of the Company other than Montpelier: (A) first, the number amount of such securities so proposed to be sold and so requested to be included therein by such Holders; and fourth, all other securities of the holder or holders requesting Company requested to be included in such registration and by holders of Registrable Securities (allocated pro rata among all on the basis of the amount of such holders) securities so proposed to be sold and (B) second, any other securities eligible for inclusion in such Underwritten Offeringso requested to be included.

Priority in Piggyback Registration. If any of the Registrable Securities registered pursuant to any Piggyback Registration are to be sold in connection with one or more firm commitment underwritten offerings and the managing underwriters advise in writing the Company and the Holders of such Registrable Securities of an Underwriters' Maximum Number, or, in the case of a registration pursuant this Section 6.02Piggyback Registration not being underwritten, the lead managing underwriter advises Company shall reasonably determine (and notify the Holders of Registrable Securities of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock (including Registrable Securities) proposed to be sold in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company thatshall include in such registration only such number of shares of Common Stock (including Registrable Securities) which in the opinion of such underwriters or the Company, as the case may be, can be sold without any such material adverse effect, selected in the following order of priority: (i) first, (A) if the applicable offering is initiated by the Company, all of the shares of Common Stock that the Company proposes to sell for its opinionown account, if any, or (B) if the inclusion applicable offering is initiated by any holder(s) of Common Stock pursuant to registration rights granted by the Company, all of the securities shares of Common Stock that such holder(s) propose to sell and (ii) second, with regard to any other Common Stock (including, without limitation, Registrable Securities) requested to be included in such registration exceeds by holders thereof (including, without limitation, the amount Holders) that can have requested their Common Stock to be sold included therein, or in their sole and absolute discretion, such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities shares as the Company is advised by managing underwriters shall deem advisable, allocated pro rata among such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priority: (i) if such registration relates to an Underwritten Offering for the Company’s own account: (A) first, holders based on the number of securities shares of such Common Stock that the Company proposes to sell and (B) second, the number of Registrable Securities each such holder shall have requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein by the holder or holders requesting such registration and by holders of Registrable Securities (allocated pro rata among all such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offeringtherein.

Priority in Piggyback Registration. If in connection with a registration pursuant this Section 6.02, Piggyback Registration involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its opinion, marketing or other factors require or make it desirable for there to be a limitation of the inclusion number of shares to be underwritten, then the Registrable Securities to be offered for the accounts of Holders pursuant to a Piggyback Registration Right shall be eliminated entirely or reduced pro rata as to all requesting Holders on the basis of the relative number of Registrable Securities each such Holder has requested to be included in such registration, to the extent necessary to reduce the total amount or kind of Registrable Securities to be included in such offering to the amount advised by such managing underwriter; provided, however, that no securities may be offered in such registration for the account of persons other than the Company (including for this purpose any affiliate of the Company) by virtue of their also having "piggyback" registration rights, or otherwise, unless the Registrable Securities requested to be included in such registration exceeds are so included on a pro rata basis (by percentage of each class of securities) as to such other persons holding "piggyback" registration rights and the amount Holders requesting registration and provided, further, that can nothing in this paragraph (e) shall be sold implied to permit the Company to include in such Underwritten Offering within a proposed price range without adversely affecting registration shares of any person other than persons holding "piggyback" registration rights unless the distribution of the securities being offered, then the Company shall only include in the registration statement for such Underwritten Offering such securities as the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priority: (i) if such registration relates to an Underwritten Offering for the Company’s own account: (A) first, the number of securities that the Company proposes to sell and (B) second, the number of Registrable Securities requested to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or holders of Equity Securities of the Company other than Montpelier: (A) first, the number of securities requested to be included therein by the holder or holders requesting such registration and by holders of Registrable Securities (allocated pro rata among all such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offeringare so included.

Priority in Piggyback Registration. If in connection Notwithstanding the foregoing, with respect to a registration pursuant this Section 6.02, Piggyback Registration that is underwritten and with respect to which the lead managing underwriter advises or underwriters advise the Company that, in its opinion, the inclusion of all the securities requested to be included in such registration exceeds the amount that can be sold in such Underwritten Offering within a proposed price range without adversely affecting the distribution of the securities being offeredan Underwriters Maximum Number, then the Company shall only will so notify all Holders requesting inclusion in such registration and will be required to include in such registration, to the registration statement for such Underwritten Offering such securities as extent of the Company is advised by such lead managing underwriter can be sold without adversely affecting such distribution in the following order of priority: (i) if such registration relates to an Underwritten Offering for the Company’s own accountUnderwriters Maximum Number: (A) first, the number of any equity securities that the Company proposes to sell and (B) for its own account; second, the number of Registrable Securities requested by Holders to be included therein by Montpelier and any other securities eligible for inclusion in such Underwritten Offering (registration allocated pro rata among all such holders); and (ii) if such registration relates to an Underwritten Offering on behalf of a holder or with Wm. Stac▇ ▇▇▇▇▇ ▇▇▇ Mich▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇e only other holders of Equity Securities equity securities who may have piggyback registration rights as of the Company other than Montpelier: (A) first, date hereof on the basis of the number of securities requested to be included therein by each such holder; provided, however, in no event will the holder or holders requesting number of shares to be included by the Holder be reduced to less than 25% of the total shares available to be requested; and third, to the extent that the Underwriters Maximum Number has not been filled by the application of the preceding clauses, any further equity securities that the Company proposes to sell for its own account and/or any equity securities requested to be included in such registration and by other holders of Registrable Securities (such securities, allocated pro rata among all as determined by the Company subject to agreements between the Company and any such holders) and (B) second, any other securities eligible for inclusion in such Underwritten Offering.