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

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

Priority of Piggyback Registration. If the Managing Underwriter or underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises the Company that the total amount of shares of Common Stock which the Selling Holders and any other Persons (other than the Company) intend to include in such offering exceeds the number which can be sold in such offering or would have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be offered in such Underwritten Offering, then the shares of Common Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or underwriters advises the Company can be sold without having such adverse effect. Such Except as provided in Section 2.1(a)(iv), such number of shares of Common Stock shall be allocated pro rata among the Selling Holders and any other Persons who possess registration rights who have requested participation in the Piggyback Registration (“Other Holders”) (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock or other capital stock of the Company Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of shares of such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

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

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

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

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

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

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

Priority of Piggyback Registration. If the Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of shares of Common Stock Units included in a Piggyback Registration advises the Company that the total amount of shares of Common Stock Units which the Selling Holders selling Existing Investors and any other Persons (other than the Company) intend to include in such offering Underwritten Offering exceeds the number which can be sold in such offering or would without being likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be Units offered in such Underwritten Offeringor the market for the Common Units, then the shares of Common Stock Units to be included in such Underwritten Offering on behalf shall include all of the Selling Holders shall Common Units that the Company intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or underwriters Underwriters advises the Company can be sold without having such adverse effect. Such shares of Common Stock shall , with such number to be allocated pro rata among the Selling Holders and any other Persons who possess registration rights selling Existing Investors who have requested participation in the Piggyback Registration (“Other Holders”) (based, for each such Selling Holder or Other Holderselling Existing Investor, on the percentage derived by dividing (A) the number of shares of Common Stock or other capital stock of the Company Registrable Securities proposed to be sold by such Selling Holder or such Other Holder selling Existing Investor in such offering offering; by (B) the aggregate number of shares of such class of securities Common Units proposed to be sold by all Selling Holders the selling Existing Investors and all Other Holders any other Persons participating in the Piggyback RegistrationRegistration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.03(a), then the Registration Rights Group that requested such registration shall have priority over the Company and any other selling Existing Investors in determining the number of Common Units that may be included in such Underwritten Offering.

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

Priority of Piggyback Registration. If the Managing Underwriter or underwriters Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises advise the Company that the total amount of shares of Common Stock which the Selling Holders and any other Persons (other than the Company) intend to include in such offering exceeds the number which can be sold in such offering or would without being likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be offered in such Underwritten Offeringor the market for the Common Stock, then the shares of Common Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities shares of Common Stock that such Managing Underwriter or underwriters advises Underwriters advise the Company can be sold without having such adverse effect. Such shares of Common Stock shall , with such number to be allocated (i) first, to the Company and (ii) second, pro rata among the Selling Holders and any other Persons who possess 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 (“Other Holders”) (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock or other capital stock of the Company proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of shares of such class Registrable Securities then owned by the Selling Holders and shares of securities Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration); provided, however, that the Company may grant priority to Other Holders to the extent required pursuant to the terms of any registration rights in existence as of the date of the Merger Agreement.

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

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the total amount number of shares of Common Stock securities which the Selling such Holders and any other Persons (other than the Company) intend to include in such offering exceeds the number which can be sold in such offering or would have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be offered in such Underwritten OfferingMaximum Offering Size, then the shares aggregate number of Common Stock securities to be included in such Underwritten Offering on behalf Registration shall be (i) first, all of the Selling Holders shall include securities that the Company proposes to sell, (ii) second, the number of Registrable Securities that that, in the good-faith opinion of such Managing Underwriter managing underwriter or underwriters advises the Company underwriters, can be sold without having such adverse effect. Such shares of Common Stock exceeding the Maximum Offering Size, which number shall be allocated pro rata among on the Selling Holders and any other Persons who possess registration rights who have requested participation basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in the Piggyback Registration and (“Other Holders”iii) (basedthird, any other securities eligible for each inclusion in such Selling Holder or Other HolderRegistration that, on in the percentage derived by dividing (A) the number of shares of Common Stock or other capital stock good-faith opinion of the Company proposed to managing underwriter or underwriters, can be sold by such Selling Holder or such Other Holder in such offering by (B) without exceeding the aggregate number of shares of such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration)Maximum Offering Size.