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 the Partnership or Other Holders, as applicable, advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Common Units 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering).

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

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, Holders advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Common Units 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 the Partnership unless Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such Underwritten Offering is initiated amounts as are designated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may beStonepeak, and (iiB) second, pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02; and (ii) in all other cases, any Other Holder, any Holder (as defined in pro rata among the Other Registration Rights Agreement for the purposes of this specific provision) Holders who is requested such Underwritten Offering or are exercising piggyback registration rights pursuant to the Other Registration Rights Agreement this Section 2.02 (unless such Underwritten Offering is initiated by such Holder) (in each case, based, for each such participantHolder, on the percentage derived by dividing (x) the number of Common Units Unit Registrable Securities proposed to be sold by such participant Holder in such Underwritten Offering offering by (y) the aggregate number of Common Units Unit Registrable Securities proposed to be sold by all participants Holders in such Underwritten Offeringoffering).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for of Registrable Securities included in a Piggyback Registration informs the Partnership or Other Holders, as applicable, advise Issuer and the Partnership Holders of Registrable Securities in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that 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 in any material respect on the price, timing or distribution of the Common Units securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) allocated in accordance with Section 2.01(h) if such Registration was initiated pursuant to Section 2.01 or (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 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the GS Holders, the Advent Holders who are exercising piggyback registration rights pursuant and (subject to this Section 2.022.03(e)) the Key Individuals that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among such remaining requesting Holders in like manner, and (C) third, only if all of the Registrable Securities referred to in clause (ii)(B) have been included in such Registration, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement other securities eligible for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant inclusion in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering)Registration.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for offering of Registrable Securities included in a Piggyback Registration informs the Partnership or Other Holders, as applicable, advise the Partnership Company and participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that the total amount of Common Unit Registrable Securities that such 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 a significant adverse effect in any material respect on the price, timing or distribution of the Common Units 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 Company or (subject to Section 3.7) 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant that have requested to this Section 2.02participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement other securities eligible for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant inclusion in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering)Registration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Class A Common 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) first, to the Partnership unless or such other Person(s) initiating such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, Offering; and (ii) second, pro rata (A) among the Holders who requested such Underwritten Offering or are exercising piggyback registration rights pursuant to this Section 2.022.02 (in each case, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participantHolder, on the percentage derived by dividing (x) the number of Common Units Unit Registrable Securities proposed to be sold by such participant Holder in such Underwritten Offering offering by (y) the aggregate number of Common Units Unit Registrable Securities proposed to be sold by all participants Holders in such Underwritten Offering)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 managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for of Registrable Securities included in a Piggyback Registration informs the Partnership or Other Holders, as applicable, advise Issuer and the Partnership participating Holders of Registrable Securities in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that 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 in any material respect on the price, timing or distribution of the Common Units 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) first, pro rata among the Holders that have requested to participate in such Registration based on the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes relative number of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units Registrable Securities requested to be included therein then held by each such Holder or Initiating Holder, as but in any event, subject to the case may beH&F Priority Sell-Down and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02have been included in such Registration, any Other Holderother securities eligible for inclusion in such Registration, but in any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant event, subject to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering)H&F Priority Sell-Down.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for of Registrable Securities included in a Piggyback Registration informs the Partnership or Other Holders, as applicable, advise Company and the Partnership Holders of Registrable Securities in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that 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 in any material respect on the price, timing or distribution of the Common Units 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) first, pro rata among Holders that have requested to participate in such Registration based on the Partnership unless relative number of Registrable Securities then held by each such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating provided that any securities thereby allocated to a Holder that exceed such Holder, in which case it 's request shall be to reallocated among the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may beremaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02have been included in such Registration, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement other securities eligible for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant inclusion in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering)Registration.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for of a class of Registrable Securities included in a Piggyback Registration informs Veralto and the Partnership or Other Holders, as applicable, advise the Partnership Holders in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that Holders 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 in any material respect on the price, timing or distribution of the Common Units securities offered or the market for the Common Unitssecurities offered, then the Partnership securities to be included in such Underwritten Offering shall include the be reduced to such number of Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold Sold without having such adverse effect, with such number effect and the securities to be allocated included in the Underwritten Offering shall be (i) first, to all securities of Veralto or any other Persons for whom Veralto is effecting the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating HolderOffering, as the case may be, and proposes to Sell; (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant Registrable Securities requested by Xxxxxxx to this Section 2.02, any Other Holder, any Holder (as defined be included 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 Offering; (iii) third, Registrable Securities requested by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed all other Holders to be sold by such participant included in such Underwritten Offering by (y) on a pro rata basis calculated based on the aggregate number of Common Units proposed shares requested to be sold by registered; and (iv) fourth, all participants other securities requested and otherwise eligible to be included in such Underwritten Offering)Offering (including securities to be Sold for the account of Veralto) on a pro rata basis calculated based on the 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 for the Partnership or Other Holders, as applicable, advise the Partnership of a class of Registrable Securities included in a Piggyback Registration informs Radio and Holders in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that Holders 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 in any material respect on the price, timing or distribution of the Common Units 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) first, pro rata among the Holders that have requested to participate in such Registration based on the Partnership unless relative number of Registrable Securities of such Underwritten Offering is initiated class requested by any such Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by in such sale (provided that any securities thereby allocated to a Holder or Initiating that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), subject to any superior contractual rights 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, and (ii) second, with such number to be allocated pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02executive officers and directors, and (iv) fourth, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement other securities eligible for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant inclusion in such Underwritten Offering by (y) Registration, allocated among the aggregate number holders of Common Units proposed to be sold by all participants such securities in such Underwritten Offering)proportion as Radio and those holders may agree.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership of Units included in writing 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 in any material respect on the price, timing or distribution of the Common 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders selling Class Q Members who are exercising piggyback registration rights pursuant to this Section 2.02, any Other Holder, any Holder (as defined have requested participation in the Other Piggyback Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participantselling Class Q Member, on the percentage derived by dividing (xi) the number of Common 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 such participant the selling Class Q Members and any other Persons participating in the Piggyback Registration to be included in such Underwritten Offering by (y) offering). Notwithstanding the aggregate 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 Common Units proposed to that may be sold by all participants included in such Underwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for in a Piggyback Registration inform the Partnership or Other Holders, as applicable, advise Company and the Partnership 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 in any material respect on the price, timing or distribution of the Common Units 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for Initial Public Offering and the purposes of this specific provision) or an Initiating Holder, Company's first secondary offering in which case it shall be to Piggyback Registration rights are available, two-thirds (2/3) of the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and number of shares available for Registration under this clause (ii) second, (the "Available Shares") shall be allocated pro rata among the Holders who are exercising piggyback registration 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, any Other Holderand one-third (1/3) of the Available Shares shall be allocated to the Brera Group; provided, any Holder further, however, that if either the Brera Group or the Current Investors (as defined in the Other Registration Rights Agreement for the purposes of this specific provisiona group) who is exercising piggyback registration rights pursuant desire to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) Register less than the number of Common Units proposed shares allocated to be sold by such participant it or them in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering).accordance with this clause

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for of Registrable Securities included in a Piggyback Registration informs the Partnership or Other Holders, as applicable, advise Company and the Partnership Holders of Registrable Securities in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that 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 in any material respect on the price, timing or distribution of the Common Units 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant that have requested to this Section 2.02participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement other securities eligible for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant inclusion in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering)Registration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Common 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, Company and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are exercising piggyback granted registration rights pursuant to on or after the date of this Section 2.02, any Agreement (the “Other Holder, any Holder (as defined Holders”) who have requested participation in the Other Piggyback Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participantSelling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Units proposed to be sold by such participant Selling Holder or such Other Holder in such Underwritten Offering offering by (yB) the aggregate number of Common Units proposed to be sold by all participants Selling Holders and all Other Holders in such Underwritten Offeringthe Piggyback Registration.).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership of Common Units included in writing 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 in any material respect on the price, timing or distribution of the Common 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders selling Existing Investors who are exercising piggyback registration rights pursuant to this Section 2.02, any Other Holder, any Holder (as defined have requested participation in the Other Piggyback Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participantselling Existing Investor, on the percentage derived by dividing (xA) the number of Common Units Registrable Securities proposed to be sold by such participant selling Existing Investor in such Underwritten Offering offering; by (yB) the aggregate number of Common Units proposed to be sold by all participants 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 managing underwriter or Underwriters underwriters of any proposed Underwritten Offering for of Registrable Securities included in a Piggyback Registration informs the Partnership or Other Holders, as applicable, advise and the Partnership Holders of Registrable Securities in writing that that, in its or their opinion, the total amount number of Common Unit Registrable Securities that 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 in any material respect on the price, timing or distribution of the Common Units 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant that have requested to this Section 2.02participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement other securities eligible for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant inclusion in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering)Registration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, Holders advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Common 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) firstFirst, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units Registrable Securities requested to be included therein by the Other Holders in connection with such Holder or Initiating Holder, as the case may be, and offering; and (ii) secondSecond, pro rata among to the extent that the number of Registrable Securities to be included in such offering pursuant to Section 2.02(b)(i) is less than the Piggyback Registration Cap, the Registrable Securities requested to be included by the Tag-Along 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 securities requested to be included pursuant to this Section 2.02(b)(ii) shall be allocated pro rata among the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) Tag-Along Holders (based, for each such participantTag-Along Holder, on the percentage derived by dividing (xA) the number of Common Units proposed to be sold by such participant Tag-Along Holder in such Underwritten Offering offering by (yB) the aggregate number of Common Units proposed to be sold by all participants Tag-Along Holders in such Underwritten Offeringthe Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Common Units 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the Selling Holders and the Other 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 have requested such Underwritten Offering is initiated by such Holder) or participation in the Piggyback Registration (based, for each such participantSelling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Units Shares proposed to be sold by such participant Selling Holder or such Other Holder in such Underwritten Offering offering by (yB) the aggregate number of Common Units Shares proposed to be sold by all participants 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 Underwritten 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 or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership of Common Units included in writing 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 in any material respect on the price, timing or distribution of the Common 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) first, to the Partnership unless such Underwritten Offering is initiated by any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) or an Initiating Holder, in which case it shall be to the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may be, and (ii) second, pro rata among the 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, any Agreement (“Other Holder, any Holder (as defined Holders”) who have requested participation in the Other Piggyback Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, for each such participantSelling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Units Registrable Securities proposed to be sold by such participant Selling Holder or such Other Holder in such Underwritten Offering offering; by (yB) the aggregate number of Common Units proposed to be sold by all participants Selling Holders and all Other Holders in such Underwritten Offeringthe Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Partnership or Other Holders, as applicable, advise the Partnership in writing 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 in any material respect on the price, timing or distribution of the Common 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) 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 initiated by any Holder (as defined in undertaken pursuant to the Other Registration Rights Agreement for the purposes exercise of this specific provision) or an Initiating a Holder’s rights under Section 2.03 below, in which case it the allocation between all participating Holders shall be to determined as if all such Holders were exercising piggyback registration rights in the Common Units requested to be included therein by such Holder or Initiating Holder, as the case may befollowing clause, and (ii) second, pro rata among the Holders Persons who are exercising piggyback registration rights pursuant related to this Section 2.02, any Other Holder, any Holder (as defined in the Other Registration Rights Agreement for the purposes of this specific provision) who is exercising piggyback registration rights pursuant to the Other Registration Rights Agreement (unless such Underwritten Offering is initiated by such Holder) (based, 011958-1172-15614-Active.21674870.15 for each such participantHolder, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant Holder in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants Holders and by any other Persons exercising pari passu piggyback registration rights in such Underwritten Offering).