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 Copano Energy that the total amount of Common Units which the selling Existing Investors and any other Persons intend to include in such Underwritten 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 all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano Energy can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors who have requested participation in the Piggyback Registration (based, for each such selling Existing Investor, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Existing Investor in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Existing Investors and any other Persons participating in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.03(a), then the Registration Rights Group that requested such registration shall have priority over Copano Energy and any other selling Existing Investors in determining the number of Common Units that may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Copano Energy K-Sea that the total amount of Common Units which the selling Existing Investors Selling Holders and any other Persons intend to include in such Underwritten Offering 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 all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano Energy K-Sea can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors 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 Existing InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Existing Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Existing Investors all Selling Holders and any other Persons participating all Other Holders in the Piggyback Registration to be included in such offeringRegistration). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.03(a), then the Registration Rights Group that requested such registration shall have priority over Copano Energy and any other selling Existing Investors in determining the number of Common Units that may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Copano Energy the Company that the total amount of Common Units which the selling Existing Investors and any other Persons intend to include in such Underwritten 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 all of the Common Units that Copano Energy the Company intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano Energy the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors who have requested participation in the Piggyback Registration (based, for each such selling Existing Investor, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be 77 sold by such selling Existing Investor in such offering; by (B) the aggregate number of Common Units proposed to be sold by 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 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 of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Copano QR Energy that the total amount of Common Units which the selling Existing Investors Registration Rights Group and any other Persons intend to include in such Underwritten 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 all of the Common Units that Copano QR Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano QR Energy can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors Registration Rights Group who have requested participation in the Piggyback Registration (based, for each such selling Existing InvestorSelling Registration Rights Group member, on the percentage derived by dividing (Ai) the number of Registrable Securities proposed to be sold by such selling Existing Investor Selling Registration Rights Group member in such offering; by (Bii) the aggregate number of Common Units proposed to be sold by the selling Existing Investors Registration Rights Group 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(a5.3(a), then the Registration Rights Group that requested such registration shall have priority over Copano QR Energy and any other selling Existing Investors Registration Rights Group in determining the number of Common Units that may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Copano Energy Crosstex that the total amount of Common Units which the selling Existing Investors Selling Holders and any other Persons intend to include in such Underwritten Offering 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 all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano Energy Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors 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 Existing InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such selling Existing Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Existing Investors all Selling Holders and any other Persons participating all Other Holders 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 OfferingRegistration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Copano Energy Crosstex that the total amount of Common Units which the selling Existing Investors Selling Holders and any other Persons intend to include in such Underwritten Offering 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 all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advises Copano Energy Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors Selling Holders, the holders of Other Registrable Securities and any other Persons who 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 (based, for each such selling Existing InvestorSelling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities Common Units proposed to be sold by such selling Existing Investor Selling Holder or such Other Holder in such offering; by (B) the aggregate number of Common Units proposed to be sold by the selling Existing Investors all Selling Holders and any other Persons participating all Other Holders 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 OfferingRegistration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Copano Linn Energy that the total amount of Common Units which the selling Existing Investors Class Q Members and any other Persons intend to include in such Underwritten 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 all of the Common Units that Copano Linn Energy intends to include in such Underwritten Offering, plus the number of Registrable Securities that such Managing Underwriter or Underwriters advises Copano Linn Energy can be sold without having such adverse effect, with such number to be allocated pro rata among the selling Existing Investors Class Q Members who have requested participation in the Piggyback Registration (based, for each such selling Existing InvestorClass Q Member, on the percentage derived by dividing (Ai) the number of Registrable Securities proposed to be sold by such selling Existing Investor Class Q Member in such offering; by (Bii) the aggregate number of Common Units proposed to be sold by the selling Existing Investors Class Q Members and any other Persons participating in the Piggyback Registration to be included in such offering). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.03(a6.3(a), then the Registration Rights Group that requested such registration shall have priority over Copano Linn Energy and any other selling Existing Investors Class Q Members in determining the number of Common Units that may be included in such Underwritten Offering.