Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares Securities on the basis of the number of Registrable Shares Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such registration, provided that if such other securities have been requested to be included pursuant to a registration rights agreement, then such securities would be included as set forth in (ii) above. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering Underwritten Offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a2.2(ii)(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company that the inclusion of Registrable Shares or other securities requested to be included in the Registration Statement registration statement would cause an Adverse Effect, then the Company shall be required to include in such registration statement statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (iA) first, the securities the Company proposes to sell, ; (iiB) second, the Registrable Shares requested to be included in such registration, registration by any Holder thereof pro rata among the such Holders of such Registrable Shares on the basis of the number of Registrable Shares owned requested to be registered by each such Holder, ; and (iiiC) third, any other securities requested to be included in such registration. If If, as a result of the provisions of this Section 2.2.2(a) 2.2(b)(i), any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares Securities on the basis of the number of Registrable Shares Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such registration, provided that if such other securities have been requested to be included pursuant to a registration rights agreement, then such securities would be included as set forth in (ii) above. If as a result of the provisions of this Section 2.2.2(a‎2.2.2(a) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is in the form of an underwritten offering and was initiated by the Company, and if the managing underwriter Underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, 100% of the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares Securities on the basis of the number of Registrable Shares Securities owned by each such Holder, and (iii) third, only if all of the securities referred to in clause (ii) have been included in such registration, any other securities requested to be included in such registrationregistration on a pro rata basis among the holders of such securities. If as a result of the provisions of this Section 2.2.2(a2.02(b)(i) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section SECTION 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyoffering, and if the managing underwriter advises the Company Partnership that the inclusion of Registrable Shares Units requested to be included in the Registration Statement would cause an Adverse Effect, the Company Partnership shall include in such registration statement (i) first, the securities the Company Partnership proposes to sell, (ii) second, the Registrable Shares Units requested to be included in such registration, pro rata among the Holders of such Registrable Shares Units on the basis of the number of Registrable Shares Units owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares Units in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Units in such registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is relates to an underwritten offering and that was initiated by the CompanyTrust, and if the managing underwriter advises the Company Trust that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company Trust shall include in such registration statement (i) first, the securities the Company Trust proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offering and was initiated by the Companyoffering, but is not a Demand Registration, and if the managing underwriter advises the Company Coachmen in writing that the inclusion of Registrable Resale Shares requested to be included in the Registration Statement registration statement would cause an Adverse Effect, the Company Coachmen shall include in such registration statement (iA) first, the securities the Company Coachmen proposes to sell, (iiB) second, the Registrable Resale Shares requested to be included in such registrationregistration by Holders, pro rata among the such Holders of such Registrable Shares on the basis of the number of Registrable Resale Shares owned by each such Holder, and (iiiC) third, any other securities requested to be included in such registrationregistration by any other Person. If as a result of the provisions of this Section 2.2.2(a2.2(b)(i) any Holder shall not be entitled to include all Registrable Resale Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Resale Shares in such registration statement.