Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be (i) first, all securities of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten Offering, as the case may be, proposes to Sell, (ii) second, Registrable Securities requested by any member of the GE Group to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare Elanco and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be (i) first, all securities of HealthCare Elanco or any other Persons for whom HealthCare Elanco is effecting the Underwritten Offering, as the case may be, proposes to Sell, sell; (ii) second, Registrable Securities requested by any member of the GE Group Xxx Lilly to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, 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 aggregate number of shares requested to be registered, basis; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold sold for the account of HealthCareElanco) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredbasis.

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 a class of Common Unit Registrable Securities included in a Piggyback Registration informs HealthCare and the that Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Unit Registrable Securities offered or the market for the securities offeredCommon Units, then the securities Partnership shall include the number of Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be included 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 shall be reduced or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such number that can be Sold without such adverse effect based Holder, on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be percentage derived by dividing (ix) first, all securities of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten Offering, as the case may be, proposes to Sell, (ii) second, Registrable Securities requested by any member of the GE Group to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested Common Unit Registrable Securities proposed to be registered sold by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included such Holder in such Underwritten Offering on a pro rata basis calculated based on offering by (y) the aggregate number of shares requested Common Unit Registrable Securities proposed to be registered, and (iv) fourth, sold by all other securities requested and otherwise eligible to be included Holders in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredoffering).

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership in writing that the total amount of a class of Common Unit Registrable Securities included in a Piggyback Registration informs HealthCare and the that Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Partnership shall include the number of Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be allocated (i) first, all securities to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of HealthCare this specific provision) or any other Persons for whom HealthCare is effecting an Initiating Holder, in which case it shall be to the Underwritten OfferingCommon Units requested to be included therein by such Holder or Initiating Holder, as the case may be, proposes to Sell, and (ii) second, Registrable Securities requested pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by any member such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of the GE Group Common Units proposed to be included sold by such participant in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, (iiiy) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested Common Units proposed to be registered, and (iv) fourth, sold by all other securities requested and otherwise eligible to be included participants in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredOffering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all securities of HealthCare allocated in accordance with Section 2.01(h) if such Registration was initiated pursuant to Section 2.01 or any other Persons for whom HealthCare is effecting the Underwritten Offering, as the case may be, proposes to Sell, (ii) (A) first, 100% of the securities proposed to be sold in such Registration by the Issuer, (B) second, and only if all the securities referred to in clause (ii)(A) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the GS Holders, the Advent Holders and (subject to Section 2.03(e)) the Key Individuals that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any member securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among such remaining requesting Holders in like manner, and (C) third, only if all of the GE Group Registrable Securities referred to be in clause (ii)(B) have been included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE GroupRegistration, (iii) third, Registrable Securities requested by all any other Holders to be included securities eligible for inclusion in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration informs HealthCare the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of that such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten OfferingRegistrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to Sellsell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested by any member that, in the opinion of the GE Group such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be included allocated pro rata among the Holders that have requested to participate in such Underwritten Offering on a pro rata basis calculated Registration based on the relative number of shares requested 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 registered by all members of reallocated among the GE Group, remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs HealthCare and the Holders advises MarkWest in writing that, in its or their opinion, that the number total amount of securities of such class Common Units which such Holder the Selling Holders and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a materially adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises MarkWest can be reduced to sold without having such materially adverse effect, with such number that can to be Sold without allocated pro rata among the Selling Holders and Prior Holders who have requested participation in the Piggyback Registration (based, for each such adverse effect based Selling Holder or Prior Holder, as applicable, on the recommendation percentage derived by dividing (A) the number of the managing underwriter Registrable Securities, or underwriters and the other registrable securities entitled to be included in a Piggyback Registration, proposed to be sold by such Selling Holder or Prior Holder in such offering; by (B) the Underwritten Offering shall aggregate number of Common Units proposed to be (i) first, all securities of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten Offeringsold by, as the case may be, proposes to Sell, (ii) second, Registrable Securities requested by any member of the GE Group Selling Holders and Prior Holders participating in the Piggyback Registration to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredoffering).

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class advise the Company that the total amount of Registrable Securities included in a Piggyback Registration informs HealthCare and that the Selling Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company can be reduced to sold without having such adverse effect, with such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be allocated (i) first, all securities of HealthCare or any other Persons for whom HealthCare is effecting to the Underwritten Offering, as the case may be, proposes to Sell, Company and (ii) second, Registrable Securities requested by any member of the GE Group to be included in such Underwritten Offering on a pro rata basis calculated based 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”) who have requested 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 requested Common Units proposed to be registered sold by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included such Selling Holder or such Other Holder in such Underwritten Offering on a pro rata basis calculated based on offering by (B) the aggregate number of shares requested Common Units proposed to be registered, sold by all Selling Holders and (iv) fourth, all other securities requested and otherwise eligible to be included Other Holders in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredPiggyback Registration.)

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class for Other Holders advise the Partnership that the total amount of Registrable Securities included in a Piggyback Registration informs HealthCare and that the Other Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons Tag-Along Holders intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Partnership shall include in such offering, to the extent of the total number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect (the “Piggyback Registration Cap”), Registrable Securities in the following priority: (i) First, the Registrable Securities requested to be included by the Other Holders in connection with such offering; and (ii) Second, to the extent that the number of Registrable Securities to be included in such Underwritten Offering shall be reduced offering pursuant to such number that can be Sold without such adverse effect based on Section 2.02(b)(i) is less than the recommendation of Piggyback Registration Cap, the managing underwriter or underwriters and the securities Registrable Securities requested to be included in by the Underwritten Offering shall be (i) first, all Tag-Along Holders exercising piggyback rights pursuant to this Section 2.02; the securities of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten Offering, as the case may be, proposes to Sell, (ii) second, Registrable Securities requested by any member of the GE Group to be included in such Underwritten Offering on a pursuant to this Section 2.02(b)(ii) shall be allocated pro rata basis calculated based among the Tag-Along Holders (based, for each such Tag-Along Holder, on the percentage derived by dividing (A) the number of shares requested Common Units proposed to be registered sold by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included such Tag-Along Holder in such Underwritten Offering on a pro rata basis calculated based on offering by (B) the aggregate number of shares requested Common Units proposed to be registered, and (iv) fourth, sold by all other securities requested and otherwise eligible to be included Tag-Along Holders in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredPiggyback Registration).

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs HealthCare and advises Copano Energy that the Holders in writing that, in its or their opinion, total amount of Common Units which the number of securities of such class which such Holder selling Existing Investors and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall include all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano Energy can be reduced to sold without having such adverse effect, with such number that can to be Sold without allocated pro rata among the selling Existing Investors who have requested participation in the Piggyback Registration (based, for each such adverse effect based selling Existing Investor, on the recommendation percentage derived by dividing (A) the number of the managing underwriter or underwriters and the securities Registrable Securities proposed to be included sold by such selling Existing Investor in such offering; by (B) the Underwritten Offering shall aggregate number of Common Units proposed to be (i) first, all securities of HealthCare or sold by the selling Existing Investors and any other Persons for whom HealthCare is effecting participating in the Underwritten Offering, as the case may be, proposes to Sell, (ii) second, Registrable Securities requested by any member of the GE Group Piggyback Registration to be included in such Underwritten Offering on a pro rata basis calculated based on 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 shares requested to be registered by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to Common Units that may be included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredOffering.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all 100% of the securities of HealthCare proposed to be sold in such Registration by the Issuer or (subject to Section 2.07) any Person (other Persons for whom HealthCare is effecting the Underwritten Offeringthan 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 Registrable Securities requested by any member that, in the opinion of the GE Group such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be included allocated pro rata among the Holders that have requested to participate in such Underwritten Offering on a pro rata basis calculated Registration based on the relative number of shares requested 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 registered by all members of reallocated among the GE Group, remaining requesting Holders in like manner and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare inform the Company and the Holders holders of such Registrable Securities in writing that, in its that the total amount or their opinion, the number kind of securities of such class which such Holder holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering without being likely offering so as to have an a significant adverse effect on the price, timing or distribution of the securities offered in such offering or the market for the securities offeredCompany's Common Stock, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all 100% of the securities of HealthCare or any other Persons for whom HealthCare is effecting that the Underwritten Offering, as the case may be, Company proposes to Sellsell, (ii) second, and only if all the securities referenced in clause (i) have been included, the number of Registrable Securities requested by any member that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated as follows: (A) in the Initial Public Offering and the Company's first secondary offering in which Piggyback Registration rights are available, two-thirds (2/3) of the GE Group number of shares available for Registration under this clause (ii) (the "Available Shares") shall be allocated pro rata among the Current Investors which have requested pursuant to Section 2.2(a) to be included in such Underwritten Offering on a pro rata basis calculated Registration based on their fully diluted ownership, and one-third (1/3) of the Available Shares shall be allocated to the Brera Group; provided, further, however, that if either the Brera Group or the Current Investors (as a group) desire to Register less than the number of shares requested allocated to be registered by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included it or them in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registered.accordance with this clause

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare Radio and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all securities of HealthCare or Radio and any other Persons (other than Radio’s executive officers and directors) for whom HealthCare Radio is effecting the Underwritten OfferingRegistration, as the case may be, proposes to Sellsell, (ii) second, the number of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by any member of the GE Group such Holder to be included in such Underwritten Offering on sale (provided that any securities thereby allocated to a pro rata basis calculated based on Holder that exceed such Holder’s request shall be reallocated among the number remaining requesting Holders in like manner), subject to any superior contractual rights of shares requested to be registered by all members of the GE Groupother holders, (iii) third, Registrable Securities requested by all other Holders 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 be included in such Underwritten Offering on a allocated pro rata basis calculated based on among the aggregate number of shares requested to be registeredexecutive officers and directors, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including Registration, allocated among the holders of such securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredin such proportion as Radio and those holders may agree.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare Veralto and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be (i) first, all securities of HealthCare Veralto or any other Persons for whom HealthCare Veralto is effecting the Underwritten Offering, as the case may be, proposes to Sell, ; (ii) second, Registrable Securities requested by any member of the GE Group Xxxxxxx to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, 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 aggregate number of shares requested to be registered, ; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCareVeralto) on a pro rata basis calculated based on the aggregate number of shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Units included in a Piggyback Registration informs HealthCare and advises Linn Energy that the Holders in writing that, in its or their opinion, total amount of Units which the number of securities of such class which such Holder selling Class Q Members and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Units offered or the market for the securities offeredUnits, then the securities Units to be included in such Underwritten Offering shall include all of the Units that Linn Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Linn Energy can be reduced to sold without having such adverse effect, with such number that can to be Sold without allocated pro rata among the selling Class Q Members who have requested participation in the Piggyback Registration (based, for each such adverse effect based selling Class Q Member, on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be percentage derived by dividing (i) first, all securities the number of HealthCare or Registrable Securities proposed to be sold by such selling Class Q Member in such offering; by (ii) the aggregate number of Units proposed to be sold by the selling Class Q Members and any other Persons for whom HealthCare is effecting participating in the Underwritten Offering, as the case may be, proposes to Sell, (ii) second, Registrable Securities requested by any member of the GE Group Piggyback Registration to be included in such Underwritten Offering on a pro rata basis calculated based on 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 shares requested to be registered by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to Units that may be included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registered, and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredOffering.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class advise the Company that the total amount of Registrable Securities included in a Piggyback Registration informs HealthCare and that the Selling Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons Other Holders intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Shares offered or the market for the securities offeredCommon Shares in any material respect, then the securities Common Shares to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be include (i) first, all securities of HealthCare or any other Persons for whom HealthCare is effecting proposed to be offered by the Underwritten Offering, as the case may be, proposes to Sell, Company and (ii) second, only the number of Registrable Securities requested by any member of the GE Group proposed to be included in by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, if any, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on a pro rata basis calculated based on the percentage derived by dividing (A) the number of shares requested Common Shares proposed to be registered sold by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included such Selling Holder or such Other Holder in such Underwritten Offering on a pro rata basis calculated based on offering by (B) the aggregate number of shares requested Common Shares proposed to be registeredsold 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 (iv) fourth, all other securities requested and otherwise eligible such Holder Group may determine the re-allocation of Common Shares to be included in sold under such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredoffering as amongst such Holder Group).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Partnership and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all 100% of the securities of HealthCare proposed to be sold in such Registration by the Partnership or (subject to Section 2.06) any Person (other Persons for whom HealthCare is effecting the Underwritten Offeringthan a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to Sellsell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested by any member that, in the opinion of the GE Group such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be included allocated pro rata among the Holders that have requested to participate in such Underwritten Offering on a pro rata basis calculated Registration based on the relative number of shares requested 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 registered by all members of reallocated among the GE Group, remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all 100% of the securities of HealthCare that the Company or (subject to Section 2.07) any Person (other Persons for whom HealthCare is effecting the Underwritten Offeringthan a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to Sellsell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested by any member that, in the opinion of the GE Group such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be included allocated pro rata among Holders that have requested to participate in such Underwritten Offering on a pro rata basis calculated Registration based on the relative number of shares requested 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 registered by all members of reallocated among the GE Group, remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class advise the Partnership that the total amount of Registrable Securities included in a Piggyback Registration informs HealthCare and the that Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which that can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Partnership 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 Common Units proposed to 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 shall be reduced to determined as if all such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included Holders were exercising piggyback registration rights in the Underwritten Offering shall be (i) firstfollowing clause, all securities of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten Offering, as the case may be, proposes to Sell, and (ii) second, Registrable Securities requested pro rata among the Persons who are exercising piggyback registration rights related to such Underwritten Offering (based, 011958-1172-15614-Active.21674870.15 for each such Holder, on the percentage derived by any member dividing (x) the number of the GE Group Common Units proposed to be included sold by such Holder in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered by all members of the GE Group, (iiiy) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested Common Units proposed to be registered, sold by all Holders and (iv) fourth, all by any other securities requested and otherwise eligible to be included Persons exercising pari passu piggyback registration rights in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredOffering).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all 100% of the securities of HealthCare that the Company or (subject to Section 2.07) any Person (other Persons for whom HealthCare is effecting the Underwritten Offeringthan a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to Sellsell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested by any member that, in the opinion of the GE Group to such managing underwriter or underwriters, can be included sold without having such adverse effect in such Underwritten Offering on a Registration, which such number shall be allocated pro rata basis calculated among the Holders that have requested to participate in such Registration based on the relative number of shares requested 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 registered by all members of reallocated among the GE Groupremaining requesting Holders in like manner), and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities to Registration that, in the opinion of the managing underwriter or underwriters, can be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredsold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all one hundred percent (100%) of the securities that the Issuer or (subject to Section 6.7) any Person (other than a Holder of HealthCare or any other Persons for whom HealthCare is effecting the Underwritten OfferingRegistrable 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 Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities requested by any member of the GE Group to be included therein then held by each such Holder, but in such Underwritten Offering on a pro rata basis calculated based on any event, subject to the number of shares requested to be registered by all members of the GE Group, H&F Priority Sell-Down and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities Registration, but in any event, subject to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredH&F Priority Sell-Down.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs HealthCare the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering Registration shall be (i) first, all 100% of the securities of HealthCare that the Company or (subject to Section 2.07) any Person (other Persons for whom HealthCare is effecting the Underwritten Offeringthan a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to Sellsell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested by any member that, in the opinion of the GE Group to such managing underwriter or underwriters, can be included sold without having such adverse effect in such Underwritten Offering on a Registration, which such number shall be allocated pro rata basis calculated among the Holders that have requested to participate in such Registration based on the relative number of shares requested 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 registered by all members of reallocated among the GE Groupremaining requesting Holders in like manner), and (iii) third, and only if all of the Registrable Securities requested by all other Holders referred to be in clause (ii) have been included in such Underwritten Offering on a pro rata basis calculated based on the aggregate number of shares requested to be registeredRegistration, and (iv) fourth, all any other securities requested and otherwise eligible to be included for inclusion in such Underwritten Offering (including securities to Registration that, in the opinion of the managing underwriter or underwriters, can be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredsold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of a class of Registrable Securities Common Units included in a Piggyback Registration informs HealthCare and advises K-Sea that the total amount of Common Units which the Selling Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be Sold sold in such Underwritten Offering offering without being likely to have an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises K-Sea can be reduced to sold without having such adverse effect, with such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in allocated pro rata among the Underwritten Offering shall be (i) first, all securities of HealthCare or Selling Holders and any other Persons who are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested participation in the Piggyback Registration (based, for whom HealthCare is effecting each such Selling Holder or Other Holder, on the Underwritten Offering, as the case may be, proposes to Sell, percentage derived by dividing (iiA) second, Registrable Securities requested by any member of the GE Group to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested Registrable Securities proposed to be registered sold by all members of the GE Group, (iii) third, Registrable Securities requested by all other Holders to be included such Selling Holder or such Other Holder in such Underwritten Offering on a pro rata basis calculated based on offering; by (B) the aggregate number of shares requested Common Units proposed to be registered, sold by all Selling Holders and (iv) fourth, all other securities requested and otherwise eligible to be included Other Holders in such Underwritten Offering (including securities to be Sold for the account of HealthCare) on a pro rata basis calculated based on the aggregate number of shares requested to be registeredPiggyback Registration).