Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the HoldersHolders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and and, to the Holders extent an Institutional Investor makes a request to participate in writing such Piggyback Registration in writing, each such Institutional Investor that, in its or their opinion, the number of securities of such class which such Holder the Institutional Investors and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.06) any securities to be sold for the account of any selling securityholder Person (other than the Holders; and Institutional Investors) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Institutional Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such HolderInstitutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), and (iii) third, and only if all of the Registrable Securities referred to in each case to the extent necessary to reduce the total number of securities to be clause (ii) have been included in such offering to Registration, any other securities eligible for inclusion in such Registration that, in the number recommended by opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Stockholders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Stockholders and any other Persons intend to include in such Underwritten Offering Piggyback Registration exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Piggyback Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for by the account of any selling securityholder other than the Holders; Company, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Stockholders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Stockholder (provided that any securities thereby allocated to a Stockholder that exceed such Stockholder’s request shall be reallocated among the remaining requesting Stockholders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clauses (i) and (ii) have been included in such Registration, any other number of Registrable Securities that any other Person exercising a contractual right to demand Registration proposes to sell, that, in the opinion of such managing underwriter(s), can be sold.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company SpinCo and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of SpinCo or any securities other Persons for whom SpinCo is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the HoldersSell; and (ii) second, there shall be excluded from Registrable Securities requested by the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested Parent Group to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holdershares requested to be registered; and (iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of SpinCo) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; and case may be, proposes to sell, (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all of the Registrable Securities referred to in each case to the extent necessary to reduce the total number of securities to be clause (ii) have been included in such offering to Registration, any other securities eligible for inclusion in such Registration that, in the number recommended by opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Zoetis and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Zoetis or any other Persons for whom Zoetis is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Pfizer to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis; and (iv) forth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Zoetis) on a pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwritersbasis.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Partnership and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of Partnership or (subject to Section 2.07) any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs the Company and the Holders advises MarkWest in writing that, in its or their opinion, that the number total amount of securities of such class Common Units which such Holder the Selling Holders and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant materially adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on include the number of Registrable Securities owned by that such Managing Underwriter or Underwriters advises MarkWest can be sold without having such materially adverse effect, with such number to be allocated pro rata among the Selling Holders and Prior Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Prior Holder, in each case to as applicable, on the extent necessary to reduce percentage derived by dividing (A) the total number of Registrable Securities, or other registrable securities entitled to be included in a Piggyback Registration, proposed to be sold by such Selling Holder or Prior Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by, as the case may be, the Selling Holders and Prior Holders participating in the Piggyback Registration to be included in such offering to the number recommended by the managing underwriter or underwritersoffering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be, unless required otherwise by the Other Registration Rights Agreements in such Underwritten Offering: (i) first, all securities of the Company or any other Persons for whom the Company is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by SunEdison to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis; and (iv) forth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Company) on a pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwritersbasis.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Elanco and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Elanco or any other Persons for whom Elanco is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Xxx Lilly to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Elanco) on a pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwritersbasis.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than Dufry and their its Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of Dufry and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of Issuer or (subject to Section 2.07(a)) any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; case may be, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in each case like manner and (iii) third, and only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii) have been included in such offering to the number recommended by the managing underwriter or underwritersRegistration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Kyndryl and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Kyndryl or any securities other Persons for whom Kyndryl is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the HoldersSell; and (ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been Registrable Securities requested by IBM to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holdershares requested to be registered; and (iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of Kyndryl) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership in writing that the total amount of a class of Common Unit Registrable Securities included in a Piggyback Registration informs the Company and the that Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such Underwritten Offering offering without being likely to have a significant an adverse effect in any material respect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Partnership shall include the number of Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant in such Underwritten Offering shall be reduced in by (y) the following order aggregate number of priority: first, there shall be excluded from the Underwritten Offering any securities Common Units proposed to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included all participants in such offering to the number recommended by the managing underwriter or underwritersUnderwritten Offering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders holders of such Registrable Securities in writing that, in its that the total amount or their opinion, the number kind of securities of such class which such Holder holders and any other Persons persons or entities intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering without being likely offering so as to have a significant adverse effect on the price, timing or distribution of the securities offered in such offering or the market for the securities offeredCompany's Common Stock, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.7) any securities person exercising a contractual right to be sold for demand Registration, as the account of any selling securityholder other than the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that referenced in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated pro rata among the holders which have requested pursuant to the extent necessary to reduce the total number of securities Section 2.3(a) to be included in such offering Registration, based on the fully diluted ownership of such holders (provided that any Registrable Securities thereby allocated to any such holder that exceed such holder's request will be reallocated among the number recommended by remaining requesting holders of Registrable Securities in like manner) and (iii) third, and only if all of the managing underwriter or underwritersRegistrable Securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing following consultation with the Company, and Champion or, if after the Distribution, the Sponsors, that, in its or their good faith opinion, the number of securities of that such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from one hundred percent (100%) of the Underwritten Offering any securities that the Company proposes to be sold for the account of any selling securityholder other than the Holders; sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number good faith opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold by such Holder, and (y) a number of such shares equal to such Holder’s Pro Rata Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Maximum Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredSize, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total aggregate number of securities to be included in such offering Registration shall be (i) first, all of the securities that the Company proposes to sell, (ii) second, the number recommended of Registrable Securities that, in the good-faith opinion of such managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size, which number shall be allocated pro rata on the basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in the Demand Registration and (iii) third, any other securities eligible for inclusion in such Registration that, in the good-faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Envista and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Envista or any other Persons for whom Envista is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Xxxxxxx to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Envista) on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number recommended by the managing underwriter or underwritersregistered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company ESAB and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of ESAB or any securities other Persons for whom ESAB is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the HoldersSell; and (ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been Registrable Securities requested by Enovis to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holdershares requested to be registered; and (iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of ESAB) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of any selling securityholder other than the Holders; Company proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs the Company and the Holders advises MarkWest in writing that, in its or their opinion, that the number total amount of securities of such class Common Units which such Holder the Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on include the number of Registrable Securities owned by that such Managing Underwriter or Underwriters advises MarkWest can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and Prior Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Prior Holder, in each case to as applicable, on the extent necessary to reduce percentage derived by dividing (A) the total number of securities Registrable Securities proposed to be sold by such Selling Holder or Prior Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the Selling Holders and Prior Holders participating in the Piggyback Registration to be included in such offering to the number recommended by the managing underwriter or underwritersoffering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned requested to be included in such Underwritten Offering by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company HealthCare and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of HealthCare or any securities other Persons for whom HealthCare is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holders; and Sell, (ii) second, there shall be excluded from Registrable Securities requested by any member of the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested GE Group to be included therein, in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, (iii) third, Registrable Securities owned requested by each such Holder, in each case to the extent necessary to reduce the total number of securities all other Holders to be included in such offering Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Vontier and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Vontier or any other Persons for whom Vontier is effecting the Underwritten Offering, as the case may be, proposes to Sell; (ii) second, Registrable Securities requested by Fortive to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Vontier) on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number recommended by the managing underwriter or underwritersregistered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and #85967293v11 any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than RBSG and their Affiliates its Subsidiaries that have been requested to be included therein, therein pro rata based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of RBSG and its Subsidiaries shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters underwriter(s) of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Filtration in writing that, in its or their opinion, that the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities Filtration or any securities other Persons for whom Filtration is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holderssell; and (ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Registrable Securities requested by Cummins, (iii) third, Registrable Securities requested by all other Holders and their Affiliates that have been requested to be included therein, in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holdershares requested to be Registered; and (iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering to Underwritten Offering on a pro rata basis calculated based on the number recommended of shares requested to be Registered as determined by the managing underwriter or underwritersFiltration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Common Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend requested to include be included in such Underwritten Offering offering exceeds the number which that can be sold in such Underwritten Offering Piggyback Registration without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Piggyback Registration shall be reduced in the following order of priority: allocated (i) first, there shall be excluded from to the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and Company, (ii) second, there shall be excluded from to each of the Underwritten Offering any securities to be sold for the account Holders requesting inclusion of Holders and their Affiliates that have been requested to be included therein, Registrable Securities in such registration statement on a pro rata basis based on upon the total number of Registrable Securities owned then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other shareholders of the Company’s securities are first excluded; and provided, further, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in each case like manner and (iii) third, to the extent necessary other shareholders of the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to reduce the total number of securities to be included in such offering withdraw therefrom by written notice to the number recommended by Company and the managing underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or underwriterswithdrawn from such underwriting shall be excluded and withdrawn from the registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than RBSG and their Affiliates its Subsidiaries that have been requested to be included therein, therein pro rata based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of RBSG and its Subsidiaries shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Marcus in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for the account of in such Registration by Marcus or any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; and case may be, proposes to sell, (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such HolderShares that, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Shares then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all of the Shares referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to such number that can be sold for without such adverse effect and the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in the Underwritten Offering shall be (i) first, all securities the Company proposes to offer for its own account in the Underwritten Offering; (ii) second, Registrable Securities requested by AT&T to be included in such offering Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to the number recommended by the managing underwriter or underwritersbe included in such Underwritten Offering on a pro-rata basis; and (iv) fourth, any other securities eligible for inclusion in such Underwritten Offering on a pro-rata basis.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs determine that that the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to shall include in such Underwritten Offering exceeds Registration Statement only such number of Registrable Securities and other securities as such underwriters have advised the number which Company can be sold in such Underwritten Offering offering without being likely such adverse effect, to have a significant adverse effect on be allocated in the pricefollowing manner: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, timing or distribution one hundred percent (100%) of the securities offered or that the market Company proposes to sell for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holdersits own account; and (B) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities requested to be included in such offering to by the Investor; (C) third, the number recommended of Registrable Securities requested to be included in such offering by any other stockholders holding registration rights; and (D) only if all of the managing underwriter or underwriterssecurities referred to in clauses (A) through (B) have been included in such registration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 5.5) any securities to be sold for the account of any selling securityholder Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities requested to be included therein then held by each such Holder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Piggyback Investors in writing that, in its or their opinion, the aggregate number of securities of such class which such Holder that the Piggyback Investors and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the aggregate number of the Piggyback Investors’ Registrable Securities and any Registrable Securities (as defined in the following order Registration Rights Agreement, dated November 7, 2019, by and among the Company and certain investors therein (the “Note Registration Rights Agreement”) as of priority: firstthe date hereof) held by the Investors (as defined in the Note Registration Rights Agreement as of the date hereof), there shall be excluded from who have sought to include such Registrable Securities in the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and secondproposed offering, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, on a pro rata basis based on the such aggregate number of Registrable Securities owned by each such Holdersecurities, that, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Partnership and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of Partnership or (subject to Section 2.06) any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Veralto and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Veralto or any securities other Persons for whom Veralto is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the HoldersSell; and (ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been Registrable Securities requested by Xxxxxxx to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holdershares requested to be registered; and (iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of Veralto) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than securityholder, including the Holders, that have been requested to be included therein pursuant to piggyback registration rights (including this Section 2.03), pro rata based on the number of securities owned by such selling securityholder; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates selling securityholders, including the Holders, that have been originally requested to be included thereinthe Underwritten Offering, pro rata based on the number of Registrable Securities securities owned by each such Holder, in each case selling securityholder to the extent necessary to reduce there is more than one such initiating selling securityholder; and finally, there shall be excluded from the total number of Underwitten Offering any securities to be included in such offering to sold for the number recommended by account of the managing underwriter or underwritersCompany.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; and case may be, proposes to sell, (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such HolderHolder (provided, that any securities thereby allocated to a Holder that exceed such Hxxxxx’s request shall be reallocated among the remaining requesting Holders in each case like manner), and (iii) third, and only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii) have been included in such offering to Registration, any other securities eligible for inclusion in such Registration that, in the number recommended by opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities and Class B Ordinary Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class advise the Company that the total amount of Registrable Securities included in a Piggyback Registration informs that the Company and the Selling Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such Underwritten Offering offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities Common Shares offered or the market for the securities offeredCommon Shares in any material respect, then the securities Common Shares to be included in such Underwritten Offering shall be reduced in the following order of priority: include (i) first, there shall be excluded from the Underwritten Offering any all securities proposed to be sold for offered by the account of any selling securityholder other than the Holders; Company and (ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on only the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities proposed to be included by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, if any, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of Common Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Shares proposed to be sold by all Selling Holders and all Other Holders in the number recommended by Piggyback Registration; provided, that each Holder Group shall be treated collectively in determining any pro rata allocation under this Section 2.02(b) and such Holder Group may determine the managing underwriter or underwritersre-allocation of Common Shares to be sold under such offering as amongst such Holder Group).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.7) any securities to be sold for the account of any selling securityholder Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such holder (provided that any securities thereby allocated to a holder that exceed such holder's request shall be reallocated among the remaining requesting holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Stockholders that own Registrable Securities in writing that, in its or their opinion, the number of securities of that such class which such Holder Stockholders and any other Persons intend to include in such Underwritten Offering Piggyback Registration exceeds the number which that can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Piggyback Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Piggyback Registration by the account of Company or (subject to ‎Section 5.07) any selling securityholder Person (other than a Stockholder) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated prorataamong the Stockholders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Stockholder (providedthat any securities thereby allocated to a Stockholder that exceed such Stockholder’s request shall be reallocated among the remaining requesting Stockholders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.7) any securities to be sold for the account of any selling securityholder Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the HoldersHolders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, provided, however, that in case Oria Class B Shareholders and Bobsin Corp. (directly or through its Affiliates) exercise Piggyback Registration rights pursuant to this Section, then the same number of Registrable Securities from the Oria Class B Shareholders (considered together) and Bobsin Corp. (directly or through its Affiliates) shall be excluded from the Underwritten Offering, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced (i) allocated in the following order of priority: accordance with Section 2.01(h) if such Registration was initiated pursuant to Section 2.01 or (ii) (A) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of any selling securityholder other than the Holders; and Issuer, (B) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause EXHIBITS TO TRANSUNION MAJOR STOCKHOLDERS’ AGREEMENT (ii)(A) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the GS Holders, the Advent Holders and (subject to Section 2.03(e)) the Key Individuals that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among such remaining requesting Holders in each case like manner, and (C) third, only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii)(B) have been included in such offering to the number recommended by the managing underwriter or underwritersRegistration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend intended to include be included in such Underwritten Offering exceeds the number which that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than CICL and their its Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of CICL and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holderthat, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; and case may be, proposes to sell, (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such HolderHolder (provided, that any securities thereby allocated to a Holder that exceed such Xxxxxx’s request shall be reallocated among the remaining requesting Holders in each case like manner), and (iii) third, and only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii) have been included in such offering to Registration, any other securities eligible for inclusion in such Registration that, in the number recommended by opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Common Units advises MarkWest in writing that, in its or their opinion, that the number total amount of securities of such class Common Units which such Holder the Selling Holders and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant materially adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall include the number of Common Units that such Managing Underwriter or underwriters advises MarkWest can be reduced sold without having such materially adverse effect, with such number to be allocated pro rata among the Selling Holders and Prior Holders having a right to (and having requested to) participate in the following order of priority: first, there shall be excluded from the such Underwritten Offering any securities pursuant to be sold a valid and enforceable registration rights agreement with MarkWest (based, for each such Selling Holder or Prior Holder, as applicable, on the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on percentage derived by dividing (A) the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of or other registrable securities entitled to be included in an Underwritten Offering, proposed to be sold by such offering Selling Holder or Prior Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by, as the number recommended by case may be, the managing underwriter or underwritersSelling Holders and Prior Holders participating in the Underwritten Offering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than the Founding Shareholder and their its Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of the Founding Shareholder and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders holders of such class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities of such class that the Company or (subject to Section 2.7) any securities to be sold for the account of any selling securityholder Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the Holders; case may be, proposes to sell, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each of such Holderclass that, in each case to the extent necessary to reduce the total number opinion of securities to be included in such offering to the number recommended by the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class then held by each such holder (provided that any securities thereby allocated to a holder that exceed such holder's request shall be reallocated among the remaining requesting holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities of that such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from one hundred percent (100%) of the Underwritten Offering any securities that the Company proposes to be sold for the account of any selling securityholder other than the Holders; and sell, (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities requested to be included in such offering to the number recommended by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold by such Holder or securities requested to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs advises Crosstex that the Company and total amount of Common Units which the Selling Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall include the number of Common Units that such Managing Underwriter or Underwriters advises Crosstex can be reduced sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders, the holders of Other Registrable Securities and any other Persons who have been or are granted registration rights on or after the date of this Agreement (together with the holders of Other Registrable Securities, the “Other Holders”) who have requested participation in the following order Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of priority: first, there shall be excluded from the Underwritten Offering any securities Common Units proposed to be sold for by such Selling Holder or such Other Holder in such offering; by (B) the account aggregate number of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities Common Units proposed to be sold for the account of by all Selling Holders and their Affiliates that have been requested to be included therein, pro rata based on all Other Holders in the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwritersPiggyback Registration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Units included in a Piggyback Registration informs advises Linn Energy that the Company and total amount of Units which the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder selling Class Q Members and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities Units offered or the market for the securities offeredUnits, then the securities Units to be included in such Underwritten Offering shall be reduced include all of the Units that Linn Energy intends to include in the following order of priority: firstsuch Underwritten Offering, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on plus the number of Registrable Securities owned by that such Managing Underwriter or Underwriters advises Linn Energy can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Class Q Members who have requested participation in the Piggyback Registration (based, for each such Holderselling Class Q Member, in each case to on the extent necessary to reduce percentage derived by dividing (i) the total number of securities Registrable Securities proposed to be sold by such selling Class Q Member in such offering; by (ii) the aggregate number of Units proposed to be sold by the selling Class Q Members and any other Persons participating in the Piggyback Registration to be included in such offering offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.3(a), then the Registration Rights Group that requested such registration shall have priority over Linn Energy and any other selling Class Q Members in determining the number recommended by the managing underwriter or underwritersof Units that may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs advises the Company and that the Holders in writing that, in its or their opinion, total amount of Common Units which the number of securities of such class which such Holder selling Existing Investors and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall be reduced include all of the Common Units that the Company intends to include in the following order of priority: firstsuch Underwritten Offering, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on plus the number of Registrable Securities owned by that such Managing Underwriter or Underwriters advises the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors who have requested participation in the Piggyback Registration (based, for each such Holderselling Existing Investor, in each case to on the extent necessary to reduce percentage derived by dividing (A) the total number of securities Registrable Securities proposed to be 77 sold by such selling Existing Investor in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Existing Investors and any other Persons participating in the Piggyback Registration to be included in such offering offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.03(a), then the Registration Rights Group that requested such registration shall have priority over the Company and any other selling Existing Investors in determining the number recommended by the managing underwriter or underwritersof Common Units that may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the ​ number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the HoldersHolders (other than Holders who requested such Registration); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the HoldersHolders (other than Holders who requested such Registration); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good faith opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Maximum Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredSize, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total aggregate number of securities to be included in such offering Registration shall be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, the number recommended of Registrable Securities that, in the good faith opinion of such managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size, which number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities so requested to be included by each such Holder and (iii) third, any other securities eligible for inclusion in such Registration that, in the good faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs the Company and the Holders advises MarkWest in writing that, in its or their opinion, that the number total amount of securities of such class Common Units which such Holder the Selling Holders and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant materially adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on include the number of Registrable Securities owned by that such Managing Underwriter or Underwriters advises MarkWest can be sold without having such materially adverse effect, with such number to be allocated pro rata among the Selling Holders and Prior Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Prior Holder, in each case to as applicable, on the extent necessary to reduce percentage derived by dividing (A) the total number of securities Registrable Securities proposed to be sold by such Selling Holder or Prior Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the Selling Holders and Prior Holders participating in the Piggyback Registration to be included in such offering to the number recommended by the managing underwriter or underwritersoffering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Vontier and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Vontier or any other Persons for whom Vontier is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Fortive to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Vontier) on a pro rata basis calculated based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number recommended by the managing underwriter or underwritersregistered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of Issuer or (subject to Section 2.07(a)) any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders; case may be, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in each case like manner and (iii) third, and only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii) have been included in such offering to the number recommended by the managing underwriter or underwritersRegistration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders a Holder in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than securityholder, including such Holder, that have been requested to be included therein pursuant to piggyback registration rights (including this Section 2.2), pro rata based on the Holdersnumber of securities owned by such selling securityholder; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates selling securityholders, including such Holder, that have been originally requested to be included thereinthe Underwritten Offering, pro rata based on the number of Registrable Securities securities owned by each such Holder, in each case selling securityholder to the extent necessary to reduce there is more than one such initiating selling securityholder; and finally, there shall be excluded from the total number of Underwritten Offering any securities to be included in such offering to sold for the number recommended by account of the managing underwriter or underwritersCompany.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Parent and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Maximum Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredSize, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total aggregate number of securities to be included in such offering Registration shall be (i) first, all of the securities that the Parent proposes to sell, (ii) second, the number recommended of Registrable Securities that, in the good-faith opinion of such managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size, which number shall be allocated pro rata on the basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in the Piggyback Registration and (iii) third, any other securities eligible for inclusion in such Registration that, in the good-faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering any securities proposed to be sold for in such Registration by the account of Issuer or (subject to Section 2.07) any selling securityholder Person (other than a holder) exercising a contractual right to demand Registration, as the Holders; case may be, and (ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities owned that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in each case like manner and (iii) third, and only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii) have been included in such offering to the number recommended by the managing underwriter or underwritersRegistration, any other securities eligible for inclusion in such Registration.