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 Common Unit Registrable Securities that 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 Unit Registrable Securities offered or the market for the Common Units, then the 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) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant to this Section 2.02; and (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such 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 MarkWest in writing that the total amount of Common Unit Registrable Securities that Units which the Selling Holders and any 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 a materially adverse effect on the price, timing or distribution of the Common Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include the number of Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises MarkWest can be sold without having such materially adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Selling Holders and Prior Holders who are exercising piggyback rights pursuant to this Section 2.02; and have requested participation in the Piggyback Registration (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Selling Holder or Prior Holder, as applicable, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities 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 offering; by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all by, as the case may be, the Selling Holders and Prior Holders participating in the Piggyback Registration to be included in such offering).

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 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership shall include the number of Common Units 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) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and the Common Units proposed to any other be included in such Underwritten Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders who are shall be determined as if all such Holders were exercising piggyback registration rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeakthe following clause, and (Bii) second, pro rata among the Holders Persons who are exercising piggyback registration rights pursuant related to this Section 2.02; and (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities Units proposed to be sold by such Holder in such offering Underwritten Offering by (y) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders and by any other Persons exercising pari passu piggyback registration rights in such offeringUnderwritten Offering).

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 Holders 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 Class A Common Unit Registrable Securities Units offered or the market for the Class A Common Units, then the Partnership shall include the number of Class A Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such material adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any the Partnership or such other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in Person(s) initiating such amounts as are designated by Stonepeak, Underwritten Offering; and (Bii) second, pro rata among the Holders who are exercising piggyback rights pursuant to this Section 2.02; and (iiA) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering)) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offer.

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 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership shall include the number of Common Units 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) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and the Common Units proposed to any other be included in such Underwritten Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders who are shall be determined as if all such Holders were exercising piggyback registration rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeakthe following clause, and (Bii) second, pro rata among the Holders Persons who are exercising piggyback registration rights pursuant related to this Section 2.02; and (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, 011958-1172-15614-Active.21674870.15 for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities Units proposed to be sold by such Holder in such offering Underwritten Offering by (y) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders and by any other Persons exercising pari passu piggyback registration rights in such offeringUnderwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for Other Holders advise in a Piggyback Registration inform the Partnership Company and the holders of such Registrable Securities in writing that the total amount or kind of Common Unit Registrable Securities that Holders securities which such holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely so as to have an a significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered in such offering or the market for the Company's Common UnitsStock, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referenced in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated as follows: (iA) in the case Initial Public Offering and the Company's first secondary offering in which Piggyback Registration rights are available, two-thirds (2/3) of the Stonepeak Priority UW Request, number of shares available for Registration under this clause (Aii) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (Bthe "Available Shares") second, shall be allocated pro rata among the Holders who are exercising piggyback rights Current Investors which have requested pursuant to this Section 2.022.2(a) to be included in such Registration based on their fully diluted ownership, and one-third (1/3) of the Available Shares shall be allocated to the Brera Group; and provided, further, however, that if either the Brera Group or the Current Investors (iias a group) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant desire to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) Register less than the number of Common Unit Registrable Securities proposed shares allocated to be sold by such Holder it or them in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering).accordance with this clause

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for Other Holders advise of Registrable Securities included in a Piggyback Registration informs the Partnership that and the total amount Holders of Common Unit Registrable Securities that in writing that, in its or their opinion, the number of securities which such Holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities proposed to be sold in such Registration by the Partnership shall include or (subject to Section 2.06) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant that have requested to this Section 2.02; 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) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering)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 Other Holders and any Tag-Along 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership shall include in such offering, to the extent of the total number of Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effecteffect (the “Piggyback Registration Cap”), with such number to be allocated Registrable Securities in the following priority: (i) First, the Registrable Securities requested to be included by the Other Holders in the case of the Stonepeak Priority UW Request, connection with such offering; and (Aii) firstSecond, to Stonepeak and the extent that the number of Registrable Securities to any other Holders who are exercising piggyback rights be included in such offering pursuant to this Section 2.02 as designated 2.02(b)(i) is less than the Piggyback Registration Cap, the Registrable Securities requested to be included by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Tag-Along Holders who are exercising piggyback rights pursuant to this Section 2.02; and (iithe securities requested to be included pursuant to this Section 2.02(b)(ii) in all other cases, shall be allocated pro rata among the Tag-Along Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Tag-Along Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities Units proposed to be sold by such Tag-Along Holder in such offering by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Tag-Along Holders in such offeringthe Piggyback Registration).

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 Common Unit 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 which such Holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effecteffect in such Registration, with which such number to shall be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant that have requested to this Section 2.02; 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 Xxxxxx’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 all such Registration, any other casessecurities eligible for inclusion in such Registration that, pro rata among in the Holders who requested such Underwritten Offering opinion of the managing underwriter or are exercising piggyback rights pursuant to this Section 2.02 (in each caseunderwriters, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to can be sold by without having such Holder adverse effect in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering)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 Copano Energy that the total amount of Common Unit Registrable Securities that Holders Units which the selling Existing Investors and any 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Copano Energy can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders selling Existing Investors who are exercising piggyback rights pursuant to this Section 2.02; and have requested participation in the Piggyback Registration (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holderselling Existing Investor, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities proposed to be sold by such Holder selling Existing Investor in such offering offering; by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders the selling Existing 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 6.03(a), then the Registration Rights Group that requested such registration shall have priority over Copano Energy and any other selling Existing 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 of Units included in a Piggyback Registration advises Linn Energy that the total amount of Common Unit Registrable Securities that Holders Units which the selling Class Q Members and any 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership Units to be included in such Underwritten Offering shall include all of the Units that Linn Energy intends to include in such Underwritten Offering, plus the number of Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Linn Energy can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders selling Class Q Members who are exercising piggyback rights pursuant to this Section 2.02; and have requested participation in the Piggyback Registration (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holderselling Class Q Member, on the percentage derived by dividing (xi) the number of Common Unit Registrable Securities proposed to be sold by such Holder selling Class Q Member in such offering offering; by (yii) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders the selling Class Q Members 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 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 of 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 Common Unit Registrable Securities that the Selling Holders and any 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include the number of Common Units 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) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, the Company and (Bii) second, pro rata among the Selling Holders and any other Persons who are exercising piggyback rights pursuant to this Section 2.02; and (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering have been or are exercising piggyback granted registration rights pursuant to on or after the date of this Section 2.02 Agreement (the “Other Holders”) who have requested participation in each case, the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Selling Holders and all Other Holders in such offeringthe Piggyback Registration.).

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 Common Unit 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 which such Holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effecteffect in such Registration, with which such number to shall be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant that have requested to this Section 2.02; 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 Hxxxxx’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 all such Registration, any other casessecurities eligible for inclusion in such Registration that, pro rata among in the Holders who requested such Underwritten Offering opinion of the managing underwriter or are exercising piggyback rights pursuant to this Section 2.02 (in each caseunderwriters, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to can be sold by without having such Holder adverse effect in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering)Registration.

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 Common Unit Registrable Securities that 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 which such Holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant that have requested to this Section 2.02; 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) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering)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 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 Unit Registrable Securities Shares offered or the market for the Common UnitsShares in any material respect, then the Partnership Common Shares 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 Common Units 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, if any, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Selling Holders and the Other Holders who are exercising piggyback rights pursuant to this Section 2.02; and (ii) in all other cases, pro rata among the Holders who have requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 participation in the Piggyback Registration (in each case, based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (yB) the aggregate number of Common Unit Registrable Securities Shares proposed to be sold by all Selling Holders and all Other Holders in the 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 offeringHolder Group may determine the re-allocation of Common Shares to be sold under such offering as amongst such Holder Group).

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 Common Unit a class of Registrable Securities that included in a Piggyback Registration informs 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 offering Underwritten Offering exceeds the number that which can be sold Sold in such offering Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Underwritten Offering shall include be reduced to such number that can be Sold without such adverse effect and the securities to be included in the Underwritten Offering shall be (i) first, all securities of Veralto or any other Persons for whom Veralto 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 Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number shares requested to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant to this Section 2.02registered; and (iiiv) in fourth, all other cases, pro rata among the Holders who securities requested and otherwise eligible to be included in such Underwritten Offering or are exercising piggyback rights pursuant (including securities to this Section 2.02 (in each case, based, be Sold for each such Holder, the account of Veralto) on the percentage derived by dividing (x) a pro rata basis calculated based on the number of Common Unit Registrable Securities proposed shares requested to be sold by such Holder in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering)registered.

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 Common Unit Registrable Securities that Holders 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 which such holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant holders that have requested to this Section 2.02; 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) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering)Registration.

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 Common Unit Registrable Securities that 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 which such Holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, 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 who are exercising piggyback rights pursuant in like manner) and (iii) third, and only if all of the Registrable Securities referred to this Section 2.02; and in clause (ii) in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering)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 K-Sea that the total amount of Common Unit Registrable Securities that Units which the Selling Holders and any 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 Unit Registrable Securities Units offered or the market for the Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include the number of Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises K-Sea can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Selling Holders and any other Persons who are exercising piggyback granted registration rights pursuant to on or after the date of this Section 2.02; and Agreement (ii“Other Holders”) who have requested participation in all other cases, pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 Piggyback Registration (in each case, based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Selling Holders and all Other Holders in such offeringthe Piggyback Registration).

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 Common Unit a class of Registrable Securities that included in a Piggyback Registration informs Radio and 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 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 Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, all securities of Radio and any other Persons (other than Radio’s executive officers and directors) for whom Radio is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of Common Units that Registrable Securities of such Managing Underwriter class that, in the opinion of such managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback that have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such sale (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), subject to any superior contractual rights pursuant of other holders, (iii) third, the number of securities of executive officers and directors for whom Radio is effecting the Registration, as the case may be, with such number to this Section 2.02; and (ii) in all other cases, be allocated pro rata among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 executive officers and directors, and (in each caseiv) fourth, based, any other securities eligible for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder inclusion in such offering by (y) Registration, allocated among the aggregate number holders of Common Unit Registrable Securities proposed to be sold by all Holders such securities in such offering)proportion as Radio and those holders may agree.

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 Common Unit Registrable Securities that included in a Piggyback Registration informs the Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any 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 significant adverse effect on the price, timing or distribution of the Common Unit Registrable Securities securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, one hundred percent (100%) of the securities that the Issuer or (subject to Section 6.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, but in any event, subject to the H&F Priority Sell-Down, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Holders who are exercising piggyback rights pursuant that have requested to this Section 2.02; and (ii) participate in all other cases, pro rata among such Registration based on the Holders who relative number of Registrable Securities requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for be included therein then held by each such Holder, on but in any event, subject to the percentage derived by dividing H&F Priority Sell-Down and (xiii) third, and only if all of the number of Common Unit Registrable Securities proposed referred to be sold by such Holder in clause (ii) have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering)Registration, but in any event, subject to the H&F Priority Sell-Down.