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 for Other Holders advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, 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 Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering for Other Holders advise of shares of Common Stock included in a Piggyback Registration advises the Partnership Company that the total amount of Registrable Securities that shares of Common Stock which the Selling Holders and any Other Holders other Persons (other than the Company) intend to include in such offering exceeds the number that which can be sold in such offering without being likely to or would have an adverse effect on the price, timing or distribution of the shares of Common Units Stock proposed to be offered or the market for the Common Unitsin such Underwritten Offering, then the shares of Common Units Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to . Such shares of Common Stock shall be allocated pro rata among the Selling Holders and the Other Holders any other Persons who possess registration rights who have requested such Underwritten Offering or participation in the Piggyback Registration (“Other Holders”) (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Units Stock or other capital stock of the Company proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units shares of such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Units included in a Piggyback Registration advises AHGP that the total amount of Registrable Securities that Common Units which the Selling Holders selling Initial Investors and any Other Holders other Persons intend to include in such offering Underwritten Offering exceeds the number that 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 advise the Partnership advises AHGP can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders selling Initial Investors who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holderselling Initial Investor, on the percentage derived by dividing (A) the number of Common Units Registrable Securities proposed to be sold by such Selling Holder or such Other Holder selling Initial Investor in such offering offering; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders the selling Initial Investors and all Other Holders any other Persons participating in the Piggyback RegistrationRegistration 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 for Other Holders advise the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership 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 Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders 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 Units proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders Offering, acting in good faith, advise the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such adverse effect, 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 shares of Common Units Stock proposed to be sold by such 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 all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Common Unit Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 the number of Registrable Securities 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 Common Units requested to be included therein by the Initiating Holder and (ii) second, pro rata among the Selling Holders and the Other Holders who have requested are exercising piggyback registration rights pursuant to this Section 2.02 related to such Underwritten Offering or participation in the Piggyback Registration offering (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (Ax) the number of Common Units proposed to be sold by such Selling Holder or such Other Holder in such offering Underwritten Offering by (By) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registrationsuch Underwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Units included in a Piggyback Registration advises Crosstex that the total amount of Registrable Securities that Common Units which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders 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 Units Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Stock included in a Piggyback Registration advises Crosstex that the total amount of Registrable Securities that Common Stock which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders 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 Units Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of Common Units Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders of shares of Common Stock included in a Piggyback Registration advise the Partnership Company that the total amount shares of Registrable Securities that Common Stock which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advise the Partnership 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 Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders 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 shares of Common Units Stock proposed to be sold by such 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 all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number 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 the number of Registrable Securities 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 and (ii) second, pro rata among the 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 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 Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Units included in a Piggyback Registration advises TLP that the total amount of Registrable Securities that Common Units which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 be reduced to equal the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises TLP can be sold without having such adverse effect, with such number reduction 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 Units Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback RegistrationHolders).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Units included in a Piggyback Registration advises Crosstex that the total amount of Registrable Securities that Common Units which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders 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 Units Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters underwriters advise the Partnership can be sold without having such adverse effect, 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 (Ai) the number of Common Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (Bii) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Common Unit Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 the number of Registrable Securities 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 Common Units requested to be included therein by the Initiating Holder; and (ii) second, pro rata among the Selling Holders and the Other Holders who have requested are exercising piggyback registration rights pursuant to this Section 2.02 related to such Underwritten Offering or participation in the Piggyback Registration offering (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (Ax) the number of Common Units proposed to be sold by such Selling Holder or such Other Holder in such offering Underwritten Offering by (By) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registrationsuch Underwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Shares included in a Piggyback Registration advises Matador that the total amount of Registrable Securities that Common Shares which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 the number of Registrable Securities Common Shares that such Managing Underwriter or Underwriters advise the Partnership advises 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 Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders 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 Units Shares proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of Common Units Shares proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 securities proposed to be offered by the Company and (ii) second, only the number of Registrable Securities proposed to be included by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such adverse effect, 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 Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders Offering, acting in good faith, advise the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such adverse effect, 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 Units Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units Shares proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership of Common Units included in a Piggyback Registration advises PAA that the total amount of Registrable Securities that Common Units which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that 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 the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises PAA can be sold without having such adverse effect, 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 Units Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of Common Units proposed to be sold by all the Selling Holders and all Other Holders any other Persons participating in the Piggyback RegistrationRegistration to be included in such offering).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount 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 Selling number of securities which such Holders and any Other Holders other Persons intend to include in such offering exceeds the number 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 UnitsMaximum Offering Size, then the Common Units aggregate number of securities to be included in such Underwritten Offering Registration shall include be (i) first, all of the securities that the Company proposes to sell, (ii) second, the number of Registrable Securities that that, in the good-faith opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effectexceeding the Maximum Offering Size, with such which number to shall be allocated pro rata among on the Selling Holders and basis of the Other Holders who have requested relative number of Registrable Securities owned at such Underwritten Offering or participation time by each Holder seeking to participate in the Piggyback Registration and (basediii) third, any other securities eligible for each inclusion in such Selling Holder Registration that, in the good-faith opinion of the managing underwriter or Other Holderunderwriters, on the percentage derived by dividing (A) the number of Common Units proposed to can be sold by such Selling Holder or such Other Holder in such offering by (B) without exceeding the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration)Maximum Offering Size.