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 Common Units included in a Piggyback Registration advises K-Sea that the total amount of Common Units which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises K-Sea can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and any other Persons who are granted registration rights on or after the date of this Agreement (“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 Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

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

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in a Piggyback Registration advises K-Sea the Company that the total amount of shares of Common Units 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 without being likely to or would have an adverse effect on the price, timing or distribution of the shares of Common Units Stock proposed to be offered or the market for the Common Unitsin such Underwritten Offering, then the shares of Common Units Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or Underwriters underwriters advises K-Sea the Company can be sold without having such adverse effect, with such number to . Such shares of Common Stock shall be allocated pro rata among the Selling Holders and any other Persons who are granted possess 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 Registrable Securities 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 Common Units shares of such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).. Registration Rights Agreement

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in a Piggyback Registration advises K-Sea Crosstex that the total amount shares of Common Units Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advises K-Sea Crosstex can be sold without having such adverse effect, 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 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 Registrable Securities shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (B) the aggregate number of shares of Common Units Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

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

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in a Piggyback Registration advises K-Sea the Company that the total amount of shares of Common Units 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 without being likely to or would have an adverse effect on the price, timing or distribution of the shares of Common Units Stock proposed to be offered or the market for the Common Unitsin such Underwritten Offering, then the shares of Common Units Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or Underwriters underwriters advises K-Sea the Company can be sold without having such adverse effect. Except as provided in Section 2.1(a)(iv), with such number to of shares of Common Stock shall be allocated pro rata among the Selling Holders and any other Persons who are granted possess 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 Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units 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 Units Stock included in a Piggyback Registration advises K-Sea the Company that the total amount of shares of Common Units 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 without being likely to or would have an adverse effect on the price, timing or distribution of the shares of Common Units Stock proposed to be offered or the market for the Common Unitsin such Underwritten Offering, then the shares of Common Units Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or Underwriters underwriters advises K-Sea the Company can be sold without having such adverse effect, with such number to . Such shares of Common Stock shall be allocated pro rata among the Selling Holders and any other Persons who are granted possess 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 Registrable Securities 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 Common Units shares of such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).