Common use of Priority of Registration Clause in Contracts

Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I) first, the Registrable Securities requested to be included in such Underwritten Demand by the Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (II) second, any securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(b2(d), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters underwriter(s) advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten DemandMexican Offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (IA) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Underwritten Demand Mexican Offering by the HoldersHolders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, ; and (IIB) second, any securities proposed to be registered by the Company, and (III) thirdif applicable, Other Registrable Securities requested to be included in such underwritten Public Mexican Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I) first, the Registrable Securities requested to be included in such Underwritten Demand by the Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (II) second, any securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(b2(a), if (A) the Registrable Securities covered by a Demand Registration is are intended to be distributed by means of an Underwritten Demand underwritten offering and (B) the managing underwriters advise the Company that that, in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securitiesin such offering) exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders (the “Maximum Offering Size”), then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demandunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I1) first, the Registrable Securities requested to be included in such Underwritten Demand underwritten offering not to exceed the Maximum Offering Size by the Initiating Holder, (2) second, and only if all the securities referred to in clause (1) have been included in the registration, to any other Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Demand Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such HolderHolder and (3) third, and only if all the securities referred to in clauses (II1) secondand (2) have been included in such registration, any securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) the Qualified Holder intends to distribute the Registrable Securities covered by a Demand Registration is by means of an Underwritten Demand underwritten offering and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering offering and any securities that the Company or any other Person proposes to be included that are Other not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Qualified Holder and the Demand Eligible Holders with Registrable Securities proposed to be included in such Underwritten Demandunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I1) first, the Registrable Securities requested to be included in such Underwritten Demand underwritten offering by the Qualified Holders and the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Qualified Holders and Demand Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (II2) second, any securities proposed to be registered by the Company, and (III3) third, Other Registrable Securities requested to be included in such underwritten Public Offering offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (IA) first, the Registrable Securities requested to be included in such Underwritten Demand by the Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (IIB) second, any securities proposed to be registered offered by the Company, Company and (IIIC) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among in priority as may be determined by the respective Company and the holders of such Other Registrable Securities. For purposes of Section 2(b)(iv), the pro rata portion of Registrable Securities on of each participating Holder shall be the basis product of (i) the total number of securities requested Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such participating Holder’s total Registrable Securities bears to the total number of Registrable Securities of all participating Holders to be included therein by each in such holderRegistration Statement.

Priority of Registration. Notwithstanding any other provision of this Section 2(b2(c), if (A) the Qualified Holder intends to distribute the Registrable Securities covered by a Demand Registration is by means of an Underwritten Demand underwritten offering and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering offering and any securities that the Company or any other Person proposes to be included that are Other not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Qualified Holder and the Demand Eligible Holders with Registrable Securities proposed to be included in such Underwritten Demandunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I1) first, the Registrable Securities requested to be included in such Underwritten Demand underwritten offering by the Qualified Holders and the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Qualified Holders and Demand Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (II2) second, any securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.and

Priority of Registration. Notwithstanding any other provision of this Section 2(b1(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable viewjudgment, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (Ix) in the case of a Demand Re-IPO, (A) first, the Registrable Securities requested to be included in such Underwritten Demand by the all Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the such Holders on the basis of the number of Registrable Securities requested to be included therein by each such HolderHolder (provided, that each such Holder shall have executed a Lock-Up Agreement, if requested by the managing underwriters), and (IIB) second, any securities proposed to be registered offering by the Company, and (IIIy) thirdin the case of any subsequent Underwritten Demand, Other (A) first, in connection with an Underwritten Demand, the Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunderUnderwritten Demand by those Holders initially delivering such Demand Request, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities Holders on the basis of the number of securities Registrable Securities requested to be included therein by each such holderHolders; (B) second, in connection with an Underwritten Demand, the Registrable Securities requested to be included in such Underwritten Demand by all Holders of such Registrable Securities not described in the foregoing clause (A), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holders, and (C) third, any securities proposed to be offered by the Company.

Priority of Registration. Notwithstanding If the Managing Underwriter(s) of any other provision of this Section 2(b), if (A) a Demand Registration is an proposed Underwritten Demand and (B) Offering advises EVA that the managing underwriters advise the Company that in their reasonable view, the number total amount of Registrable Securities proposed that the Selling Holders and any other Persons intend to be included include in such offering (including Registrable Securities requested by Holders to exceeds the number that can be included sold in such Public Offering and offering without being likely to have an adverse effect in any securities that material respect on the Company price, timing or any other Person proposes to be included that are Other Registrable distribution of the EVA Securities offered or the market for the EVA Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable EVA Securities proposed to be included in such Underwritten Demand, and Offering shall include in such offering the number of Registrable EVA Securities which that such Managing Underwriter(s) advises EVA can be so sold in the following order of prioritywithout having such adverse effect, up with such number to the Maximum Offering Size: be allocated (Ii) first, to EVA unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders pro rata based on the number of Registrable Securities requested to be included in such Underwritten Demand Offering by the Holders, allocatedand (ii) second, and if necessary for any, the offering not number of included Registrable Securities that, in the opinion of such Managing Underwriter(s), can be sold without having such adverse effect, with such number to exceed the Maximum Offering Size, be allocated pro rata among the Holders (or EVA if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the basis of the relative number of Registrable Securities requested to be included therein in such Underwritten Offering by each such Holder, Holder (II) second, provided that any securities proposed thereby allocated to a Holder that exceed such Holder’s request shall be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata reallocated among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holderremaining requesting Holders in like manner).

Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable view, the number aggregate principal amount of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable SecuritiesOffering) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number aggregate principal amount of Registrable Securities securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (IA) first, the Registrable Securities requested to be included in such Underwritten Demand by the Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holders on the basis of the number aggregate principal amount of Registrable Securities requested to be included therein by each such Holder, Holder and (IIB) second, any securities proposed to be registered offered by the CompanyCompany and any other holders of Second Lien Notes in priority as may be determined by the Company and such holders. For purposes of Section 2(b)(v), the pro rata portion of Registrable Securities of each participating Holder shall be the product of (i) the aggregate principal amount of Registrable Securities which the managing underwriter agrees to include in the public offering and (IIIii) third, Other the ratio which such participating Holder’s total Registrable Securities requested bears to the aggregate principal amount of Registrable Securities of all participating Holders to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holderRegistration Statement.

Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) the Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration is by means of an Underwritten Demand underwritten offering and (B) the managing underwriters advise the Company and the Initiating Holders that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering offering and any securities that the Company or any other Person proposes to be included that are Other not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the all Initiating Holders and Demand Eligible Holders with Registrable Securities proposed to be included in such Underwritten Demandunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I1) first, the Registrable Securities requested to be included in such Underwritten Demand underwritten offering by the Initiating Holders and the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Initiating Holders and, thereafter, pro rata among the Demand Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Demand Eligible Holder, (II2) second, any securities proposed to be registered by the Company, and (III3) third, Other Registrable Securities requested to be included in such underwritten Public Offering offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.