Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BBUC that the inclusion of Registrable Shares requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BBUC proposes to sell, (ii) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectus, 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 Statement, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicable.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offeringoffering and was initiated by the Company, and if the managing underwriter advises BBUC underwriters advise the Company that the inclusion of Registrable Shares or other securities requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, the registration statement would cause an Adverse Effect, BBUC then the Company shall only be required to include such number of Registrable Shares in such Registration Statementregistration statement, Shelf Registration or Prospectus, as applicable, as to the extent of the amount of securities that the managing underwriters advise may be sold without causing such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (iA) first, the securities BBUC the Company proposes to sell, ; (iiB) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration by any Holder thereof together with any other securities requested to be included by any other holders of piggyback registration rights in such registration, pro rata among the such Holders and such other holder of such Registrable Shares piggyback registration rights on the basis of the number of Registrable Shares owned and such other securities requested to be registered by each such Holder, Holder or each such other holder of piggyback registration rights; and (iiiC) third, any other securities requested to be included in such Registration Statementregistration. If, Shelf Registration or Prospectus. If as a result of the provisions of this Section 2.2.2(a) 2.3(b)(i), any Holder shall not be entitled to include all Registrable Shares in a Registration Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicableregistration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BBUC BEPC that the inclusion of Registrable Shares requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC BEPC shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BBUC BEPC proposes to sell, (ii) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectus, 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 Statement, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicable.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offeringoffering and was initiated by SpinCo, and if the managing underwriter advises BBUC that underwriters of such proposed underwritten offering advise that, in their opinion, the inclusion number of Registrable Shares securities requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC shall only such underwritten offering exceeds the number which can be required to include such number of Registrable Shares sold in such Registration Statementoffering without being likely to have a significant adverse effect on the price, Shelf Registration timing or Prospectusdistribution of the securities offered or the market for the securities offered, as applicable, as SpinCo shall include in such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: registration statement (i) first, the securities BBUC SpinCo proposes to sell, (ii) second, the Registrable Shares Securities requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration, 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 Statementregistration, Shelf Registration or Prospectusprovided 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicableregistration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BBUC BIPC that the inclusion of Registrable Shares requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC BIPC shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BBUC BIPC proposes to sell, (ii) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectus, 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 Statement, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicable.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BBUC BPY that the inclusion of Registrable Shares Units requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC BPY shall only be required to include such number of Registrable Shares Units in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BBUC BPY proposes to sell, (ii) second, the Registrable Shares Units requested to be included in such Registration Statement, Shelf Registration or Prospectus, 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 Statement, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicable.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offeringUnderwritten Offering and was initiated by the Company, and if the managing underwriter (or in the case of a Piggyback Registration that is not an Underwritten Offering, the Company, in good faith) advises BBUC the Company that the inclusion of Registrable Shares Securities requested to be included in a the Registration Statement, Shelf Registration or Prospectus, as applicable, Statement would cause an Adverse Effect, BBUC the Company shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: registration statement (i) first, the securities BBUC proposes of the Existing Registration Rights Holders requested to sellbe included in such registration, (ii) second, the securities the Company proposes to sell, (iii) third, the Registrable Shares Securities of any Holder requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration, 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, Holder and (iiiiv) thirdfourth, any other securities requested to be included in such Registration Statementregistration; provided, Shelf Registration or Prospectusthat 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 (iii) above as if they were Registrable Securities of a Holder. If If, as a result of the provisions of this Section 2.2.2(a) 2.3.2(a), any Holder shall not be entitled to include all Registrable Shares Securities in a Registration Statement, Shelf Registration or Prospectus 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, Shelf Registration registration statement on or Prospectus, as applicablebefore the fifth day prior to the planned effective date of such Piggyback Registration.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offeringoffering and was initiated by the Company, and if the managing underwriter advises BBUC underwriters advise the Company that the inclusion of Registrable Shares or other securities requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, the registration statement would cause an Adverse Effect, BBUC then the Company shall only be required to include such number of Registrable Shares in such Registration Statementregistration statement, Shelf Registration or Prospectus, as applicable, as to the extent of the amount of securities that the managing underwriters advise may be sold without causing such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (iA) first, the securities BBUC the Company proposes to sell, ; (iiB) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration by any Holder thereof together with any other securities requested to be included by any other holders of piggyback registration rights in such registration, pro rata among the such Holders and such other holder of such Registrable Shares piggyback registration rights on the basis of the number of Registrable Shares owned and such other securities requested to be registered by each such Holder, Holder or each such other holder of piggyback registration rights; and (iiiC) third, any other securities requested to be included in such Registration Statementregistration. If, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicableregistration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offeringUnderwritten Offering and was initiated by the Company, and if the managing underwriter (or in the case of a Piggyback Registration that is not an Underwritten Offering, the Company, in good faith) advises BBUC the Company that the inclusion of Registrable Shares Securities requested to be included in a the Registration Statement, Shelf Registration or Prospectus, as applicable, Statement would cause an Adverse Effect, BBUC the Company shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: registration statement (i) first, the securities BBUC the Company proposes to sell, (ii) second, the Registrable Shares Securities of any Holder requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration, 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, Holder and (iii) third, any other securities requested to be included in such Registration Statementregistration; provided, Shelf Registration or Prospectusthat 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 as if they were Registrable Securities of a Holder. If If, as a result of the provisions of this Section 2.2.2(a) 2.3.2(a), any Holder shall not be entitled to include all Registrable Shares Securities in a Registration Statement, Shelf Registration or Prospectus 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, Shelf Registration registration statement on or Prospectus, as applicablebefore the fifth day prior to the planned effective date of such Piggyback Registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offeringUnderwritten Offering and was initiated by the Company, and if the managing underwriter (or in the case of a Piggyback Registration that is not an Underwritten Offering, the Company, in good faith) advises BBUC the Company that the inclusion of Registrable Shares Securities requested to be included in a the Registration StatementStatement would not adversely affect the price or success of the offering, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC the Company shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: registration statement (i) first, the securities BBUC the Company proposes to sell, (ii) second, the Registrable Shares securities of the Existing Registration Rights Holders requested to be included in such Registration Statementregistration, Shelf Registration or Prospectus(iii) third, Registrable Securities of any Holder 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, Holder and (iiiiv) thirdfourth, any other securities requested to be included in such Registration Statementregistration; provided, Shelf Registration or Prospectusthat 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 as if they were Registrable Securities of a Holder. If If, as a result of the provisions of this Section 2.2.2(a) 2.3.2(a), any Holder shall not be entitled to include all Registrable Shares Securities in a Registration Statement, Shelf Registration or Prospectus 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, Shelf Registration registration statement on or Prospectus, as applicablebefore the fifth day prior to the planned effective date of such Piggyback Registration.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offeringoffering and was initiated by the Company, and if the managing underwriter advises BBUC underwriters advise the Company that the inclusion of Registrable Shares or other securities requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, the registration statement would cause an Adverse Effect, BBUC then the Company shall only be required to include such number of Registrable Shares in such Registration Statementregistration statement, Shelf Registration or Prospectus, as applicable, as to the extent of the amount of securities that the managing underwriters advise may be sold without causing such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (iA) first, the securities BBUC the Company proposes to sell, ; (iiB) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration by any Holder thereof together with any other securities requested to be included by any other holders of piggyback registration rights existing on date hereof, pro rata among the such Holders and such other holder of such Registrable Shares piggyback registration rights on the basis of the number of Registrable Shares owned and such other securities requested to be registered by each such Holder, Holder or each such other holder of piggyback registration rights; and (iiiC) third, any other securities requested to be included in such Registration Statementregistration. If, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicableregistration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offeringUnderwritten Offering and was initiated by the Company, and if the managing underwriter (or in the case of a Piggyback Registration that is not an Underwritten Offering, the Company, in good faith) advises BBUC the Company that the inclusion of Registrable Shares Securities requested to be included in a the Registration Statement, Shelf Registration or Prospectus, as applicable, Statement would cause an Adverse Effect, BBUC the Company shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: registration statement (i) first, the securities BBUC proposes of the Existing Registration Rights Holders requested to sellbe included in such registration, (ii) second, the securities the Company proposes to sell, (iii) third, the Registrable Shares Securities of any Holder requested to be included in such Registration Statement, Shelf Registration or Prospectusregistration, 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, Holder and (iiiiv) thirdfourth, any other securities requested to be included in such Registration Statementregistration; provided, Shelf Registration or Prospectusthat 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 (iii) above as if they were Registrable Securities of a Holder. If 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration registration statement on or Prospectus, as applicablebefore the fifth (5th) day prior to the planned effective date of such Piggyback Registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BBUC BIPC that the inclusion of Registrable Shares requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC BIPC shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BBUC BIPC proposes to sell, (ii) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectus, 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 Statement, Shelf Registration or Prospectus. 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 Statement, Shelf Registration or Prospectus 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, Shelf Registration or Prospectus, as applicable.