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 Common Units included in a Piggyback Registration advises AHGP that the total amount of Common Units which the selling Initial Investors and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors who have requested participation in the Piggyback Registration (based, for each such selling Initial Investor, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Initial Investor in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors and any other Persons participating in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included in a Piggyback Registration advises AHGP for Other Holders advise the Partnership that the total amount of Common Units which Registrable Securities that the selling Initial Investors Selling Holders and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP advise the Partnership can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; offering by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included Offering, acting in a Piggyback Registration advises AHGP good faith, advise the Company that the total amount of Common Units which Registrable Securities that the selling Initial Investors Selling Holders and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities shares of Common Stock proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; offering by (B) the aggregate number of shares of Common Units Stock proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included in a Piggyback Registration advises AHGP advise the Company that the total amount of Common Units which Registrable Securities that the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP advise the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company or such other Person on whose behalf the primary registration or offering is being made and (ii) second, pro rata among the selling Initial Investors Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders”), who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common 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 Common Units Registrable Securities included in a Piggyback Registration advises AHGP 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 total amount number of Common Units securities which the selling Initial Investors such Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsMaximum Offering Size, then the Common Units aggregate number of securities to be included in such Underwritten Offering Registration shall include all be (i) first, 100% of the Common Units securities that AHGP intends the Company proposes to include in such Underwritten Offeringsell, plus (ii) second, the number of Registrable Securities that that, in the good-faith opinion of such Managing Underwriter managing underwriter or Underwriters advises AHGP underwriters, can be sold without having such adverse effectexceeding the Maximum Offering Size, with such which number to shall be allocated pro rata among the selling Initial Investors who Holders that have requested participation to participate in the Piggyback such Registration (based, for each such selling Initial Investor, based on the percentage derived by dividing (A) the relative number of Registrable Securities proposed to be sold by such selling Initial Investor in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors and any other Persons participating in the Piggyback Registration so requested to be included by each such Holder and (iii) third, any other securities eligible for inclusion in such offering). Notwithstanding Registration that, in the foregoinggood-faith opinion of the managing underwriter or underwriters, if can be sold without exceeding the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common Units that may be included in such Underwritten OfferingMaximum Offering Size.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises AHGP for Other Holders advise the Partnership that the total amount of Common Units which the selling Initial Investors and any other Persons Unit Registrable Securities that Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering Partnership shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advises AHGP advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Common Units requested to be included therein by the Initiating Holder and (ii) second, pro rata among the selling Initial Investors Holders who have requested participation in the Piggyback Registration are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering (based, for each such selling Initial InvestorHolder, on the percentage derived by dividing (Ax) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Holder in such offering; Underwritten Offering by (By) the aggregate number of Common Units proposed to be sold by the selling Initial Investors and any other Persons participating in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common Units that may be included all Holders in such Underwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in a Piggyback Registration advises AHGP advise the Company that the total amount shares of Common Units Stock which the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advises AHGP advise the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company and (ii) second, pro rata among the selling Initial Investors Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities shares of Common Stock proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of shares of Common Units Stock proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common Units that may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises AHGP for Other Holders advise the Partnership that the total amount of Common Units which that the selling Initial Investors Selling Holders and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advises AHGP underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (Ai) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; offering by (Bii) the aggregate number of Common Units proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included in a Piggyback Registration advises AHGP advise the Partnership that the total amount of Common Units which Registrable Securities that the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the selling Initial Investors Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; offering by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common Units that may be included in such Underwritten OfferingRegistration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises AHGP Crosstex that the total amount of Common Units which the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included in a Piggyback Registration advises AHGP TLP that the total amount of Common Units which the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being reasonably likely to have an adverse effect on the price, timing price or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends be reduced to include in such Underwritten Offering, plus equal the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP TLP can be sold without having such adverse effect, with such number reduction to be allocated pro rata among the selling Initial Investors Selling Holders who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Initial Investor Selling Holder in such offering; offering by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors and any other Persons participating in the Piggyback Registration to be included in such offeringall Selling Holders). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units Stock included in a Piggyback Registration advises AHGP Crosstex that the total amount of Common Units Stock which the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units Stock proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included in a Piggyback Registration advises AHGP for Other Holders advise the Partnership that the total amount of Common Units which the selling Initial Investors and any other Persons Unit Registrable Securities that Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering Partnership shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advises AHGP advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Common Units requested to be included therein by the Initiating Holder; and (ii) second, pro rata among the selling Initial Investors Holders who have requested participation in the Piggyback Registration are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering (based, for each such selling Initial InvestorHolder, on the percentage derived by dividing (Ax) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Holder in such offering; Underwritten Offering by (By) the aggregate number of Common Units proposed to be sold by the selling Initial Investors and any other Persons participating in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common Units that may be included all Holders in such Underwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises AHGP PAA that the total amount of Common Units which the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP PAA can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Initial Investor Selling Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors Selling Holders and any other Persons participating in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included in a Piggyback Registration advises AHGP advise the Company that the total amount of Common Units which Registrable Securities that the selling Initial Investors Selling Holders and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsUnits in any material respect, then the Common Units to be included in such Underwritten Offering shall include (i) first, all of securities proposed to be offered by the Common Units that AHGP intends to include in such Underwritten OfferingCompany and (ii) second, plus only the number of Registrable Securities proposed to be included by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters advises AHGP advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Units proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; offering by (B) the aggregate number of Common Units proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units included Offering, acting in a Piggyback Registration advises AHGP good faith, advise the Company that the total amount of Common Units which Registrable Securities that the selling Initial Investors Selling Holders and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises AHGP advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Initial Investors Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Shares proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; offering by (B) the aggregate number of Common Units Shares proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of 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 Common Units Shares included in a Piggyback Registration advises AHGP Matador that the total amount of Common Units Shares which the selling Initial Investors Selling Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include all of the Common Units that AHGP intends to include in such Underwritten Offering, plus the number of Registrable Securities Common Shares that such Managing Underwriter or Underwriters advises AHGP Matador can be sold without having such adverse effect, with such number to be allocated (i) first, to Matador and (ii) second, pro rata among the selling Initial Investors Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such selling Initial InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Shares proposed to be sold by such selling Initial Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units Shares proposed to be sold by the selling Initial Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 2.03(a), then the Registration Rights Group that requested such registration shall have priority over AHGP and any other selling Initial Investors in determining the number of Common Units that may be included in such Underwritten Offering.