Common use of Priority in Required Registrations Clause in Contracts

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distribution; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors and, if any, the Senior Managers and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Holder and third, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by Nalco LLC, the Blackstone Investors Sponsor Members and the VCOC Stockholders and, if anyfollowing the one-year anniversary of the Company's Initial Public Offering, the Senior Managers Dr. Xxxxxxx Xxxxx, and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested beneficially owned at that time by (x) all the Sponsor Members and the VCOC Stockholders requesting to be included participate in such the Required Registration by each such Blackstone Investor or Senior Manager and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the required Registration), or on such other basis as shall be agreed among the Blackstone Investors Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the required Registration), the Majority Holders and the Management Representative Investor Group (if the Senior Managers have requested Registrable Securities to be included in the including any VCOC Stockholder that was a member of such Investor Group) requesting such Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the Holders (other Holders than Sponsor Members, any VCOC Stockholders and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested beneficially owned at that time by all the Holders (other than Sponsor Members, the VCOC Stockholders and Nalco LLC) requesting to be included participate in such the Required Registration by each such Holder and third, all other securities requestedrequesting, in accordance with any registration rights which are granted in compliance with Section 6(a)) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersHolders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) ---------------------------------- involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing on or before the date five (with a copy 5) days prior to each Holder requesting registration) the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the success of the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that the Company shall be required to include in such Required Registration Registration: first, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors andHolders requesting registration (not including, if anyfor purposes of this proviso, the Senior Managers shares covered in the proviso clause of the definition of Registrable Securities) and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested shares of Class B Common Stock beneficially owned at that time by all the Holders requesting to be included participate in such the Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (such Holders; second, if the Senior Managers have requested all Registrable Securities requested to be included in the Required Registration); secondRegistration by the Holders requesting registration can be so included, all Registrable Securities requested to be included in such the Required Registration by the any other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of shares of Class B Common Stock beneficially owned at that time by all such other Holders requesting to participate in the Required Registration or on such other basis as shall be agreed among such other Holders; and third, if all Registrable Securities requested to be included in such the Required Registration by each all such Holder and thirdHolders can be so included, all other securities requestedrequesting, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing on or before the date five (with a copy 5) days prior to each Holder requesting registration) the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be reasonably expected to be sold in such offering without adversely affecting the success of the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that the Company shall be required to include in such Required Registration first, all the amount of securities (including Registrable Securities Securities) requested to be included in such registration that the Required Registration Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the percentage of the securities (including Registrable Securities) beneficially owned at the time that each holder (including Holders) requesting inclusion of their securities desires to register in such registration; provided, however, that in the event the Company determines, by virtue of this paragraph, not to include in any such registration all of the Blackstone Investors andRegistrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder 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 Senior Managers and, to the extent not all such amount of Registrable Securities can be included which each Holder is entitled to include in such Required Registration, registration shall be recalculated utilizing the reduced total number of Registrable Securities to be included in such registration. If any Holder’s Request Securities are reduced such that the aggregate dollar value of the Shares of Common Stock or other securities of all Holders included in such Underwritten Offering is less than $750 million or the securities included at the request of a Person (other than a Holder) represent 20% or more of the aggregate value of all the securities included in such Underwritten Offering, then such offering of securities shall not be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of deemed to count against the number of Registrable Securities requested Required Registrations to be included in such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Required Registration by each which such Holder and third, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersis entitled.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing on or before the date five (with a copy 5) days prior to each Holder requesting registration) the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be reasonably expected to be sold in such offering without adversely affecting the success of the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that the Company shall be required to include in such Required Registration: first, all Request Securities; second, if all Request Securities can be included, all Additional Requested Securities and, to the extent not all such Additional Requested Securities can be included in such Required Registration, the number of Additional Requested Securities to be included shall be allocated pro rata on the basis of the percentage of Shares of Common Stock beneficially owned at that time that each Holder requesting to participate in the Required Registration firstdesires to register in such Required Registration, or on such other basis as shall be agreed among such Holders; third, if all Additional Requested Securities can be so included, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors and, if any, the Senior Managers and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the any other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number percentage of Shares of Common Stock beneficially owned at that time that each such other Holder requesting to participate in the Required Registration desires to register in such Required Registration or on such other basis as shall be agreed among such other Holders; and fourth, if all Registrable Securities requested to be included in such the Required Registration by each all such Holder and thirdHolders can be so included, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a)by the Company after the date of this Agreement, to be included in such Required Registration and securities requested to be registered by the Company which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration and the Company on the basis of the number of securities requested to be included by all such holdersholders and the Company.

Priority in Required Registrations. If a Required Registration ---------------------------------- pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors and, if any, the Senior Managers and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Common Shares beneficially owned at that time by all the Holders requesting to participate in the Required Registration or on such other basis as shall be agreed among the Holders, by agreement of the Majority Holders; and second, if all Registrable Securities requested to be included in such the Required Registration by each such Holder and thirdthe Holders can be so included, all other securities requestedrequesting, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(aparagraph (a) involves an Underwritten OfferingOffering of Registrable Securities, which Registrable Securities are to be distributed (on a firm commitment basis) by or through one or more Underwriters of recognized standing under underwriting terms appropriate for such transaction, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each DLJ Holder and each GS Holder of Registrable Securities requesting registration) on or befoxx xxx xxte 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities and other securities requested to be included in such Required Registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting within a price range acceptable to the distribution DLJ Holders and GS Holders of the Registrable Securities being offeredwho have requested that their Registrable Securities be included in such Required Registration, the Company will include in such Required Registration only the amount of Registrable Securities and other securities that the Company is so advised can be sold in (or during the time of) such offering without so adversely affecting within such distributionprice range; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested of the DLJ Holders or GS Holders initially requesting registration pursuant hereto and any other Registrable Securities of DLJ Holders or GS Holders of such Class of Registrable Securities requesting to be included in the such registration pursuant hereto before including any other securities in such Required Registration by the Blackstone Investors andRegistration, if any, the Senior Managers and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors DLJ Holders and the Senior Managers GS Holders thereof requesting such registration on the basis of the number of shares of Series A Preferred, the number of Warrants or Common Shares, or the principal amount of Exchange Debt, as the case may be, of the Registrable Securities requested to be included in by all such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors DLJ Holders and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration)GS Holders; and second, all Registrable Securities requested other securities requesting to be included in such Required Registration by the other Holders andregistration, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Holder and third, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration registration on the basis of the number of shares of common stock, the number of warrants, the liquidation preference of preferred stock, or the principal amount of debt, as the case may be, of the securities requested to be included by all such holders; and provided, further, that in the event the Company will not, by virtue of this paragraph, include in any Required Registration all of the Registrable Securities of any DLJ Holder and GS Holder requested to be included in such Required Registration, such XXX Xxxxxr or GS Holder may, upon written notice to the Company given within 5 days ox xxx xxxe such DLJ Holder or GS Holder first is notified of such matter, reduce the amount of Registxxxxx Xxxurities it desires to have included in such Required Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date of pricing of such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors and, if any, the Senior Managers Investor Members and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in such Required Registration by each all Investor Members requesting to participate in such Blackstone Investor or Senior Manager Required Registration or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration)such Investor Members; second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Required Registration by each all such Holder Holders and third, all other securities requestedrequesting, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distributionoffering; provided, however, that the Company number of shares of Registrable Securities that are entitled to be included in the registration and underwriting, which shall be required to include the amount of Registrable Securities that the Company is so advised can be sold in such Required Registration offering, shall be allocated in the following manner: first, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors and, if any, the Senior Managers and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration)Investments LP; second, all Registrable Securities requested to be included in such Required Registration by the Company, to the extent all such Registrable Securities can be included in such Underwritten Offering; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other Holders than Investments LP) and, to the extent not all such Registrable Securities can be included in such Required RegistrationUnderwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Investments LP) requesting to participate in the Required Registration; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such Required Registration by each registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder 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 third, all other securities requested, the Holders not so reducing shall be entitled to a corresponding increase in accordance with any registration rights which are granted in compliance with Section 6(a), the amount of Registrable Securities to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersregistration.