Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number of Registrable Securities, Other Securities, if any, and other securities, if any, that in the opinion of such managing underwriter can be sold without adversely affecting such offering (the “Maximum Offering Size”), and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an a firm commitment underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders Holders of such securities in writing that in its reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities, Other Securities, if any, and other securities, if any, Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering (the “Maximum Offering Size”)offering, and such number of Registrable Securities and Other Securitiesshall, if anysubject to the last paragraph of Section 4(s), shall be allocated as follows:follows (unless the underwriter requires a different allocation, provided that no such allocation may adversely affect THD or any MJ Investor relative to any Principal Investor or its Affiliates):

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities in writing CD&R Investor or its Affiliates that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities, Other Securities, if any, and other securities, if any, Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering (the “Maximum Offering Size”)offering, and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows, unless the underwriters require a different allocation:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an a firm commitment underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities Company and/or the Holder in writing that in its reasonable view the total number or dollar amount of one or more class or series of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities, Other Securities, if any, and other securities, if any, Securities of such class or series that in the good faith opinion of such managing underwriter can be sold without adversely affecting such offering (the “Maximum Offering Size”)offering, and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an a firm commitment underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders Holders of such securities in writing that that, in its view their reasonable view, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable SecuritiesSecurities that, Other Securities, if any, and other securities, if any, that in the good faith opinion of such the managing underwriter underwriters, can be sold without adversely affecting such offering (the “Maximum Offering Size”)offering, and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows:, unless the underwriters require a different allocation (provided that the Principal Stockholders are in any event treated in a substantially similar manner):

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters of such underwritten offering underwriter(s) advise the holders Holders of such securities in writing that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities, Other Securities, if any, and other securities, if any, Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering (the “Maximum Offering Size”)offering, and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows: