Common use of Priority on Piggyback Takedowns Clause in Contracts

Priority on Piggyback Takedowns. (i) If a Piggyback Takedown is an underwritten primary registration on behalf of the Company, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities the Company proposes to sell, (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation), and (C) third, other securities requested to be included in such Piggyback Takedown other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation). (ii) If a Piggyback Takedown is an underwritten registration on behalf of one or more Requesting Holders, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities requested to be included by the Requesting Holders and Other Registrable Securityholders who are Requesting Holders (as such term is defined in the Other Registration Agreements) in accordance with the Other Registration Agreements, if applicable (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation), (C) third, the securities the Company proposes to sell, and (D) fourth, other securities requested to be included in such Piggyback Takedown other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation).

Priority on Piggyback Takedowns. (i) If a Piggyback Takedown is an underwritten primary registration offering on behalf of the Company, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities the Company proposes to sell, (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation)Spectrum, and (C) third, other securities requested to be included in such Piggyback Takedown by any other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the security holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation)exercising piggyback registration rights. (ii) If a Piggyback Takedown is an underwritten registration on behalf secondary offering at the request of one or more Requesting HoldersShareholders, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities requested to be included by the Requesting Holders and Other Registrable Securityholders who are Requesting Holders (as such term is defined in the Other Registration Agreements) in accordance with the Other Registration AgreementsShareholders, if applicable (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation)Spectrum, (C) third, the securities the Company proposes to sell, and (D) fourth, other securities requested to be included in such Piggyback Takedown by any other than pursuant security holders exercising piggyback registration rights, and (D) fourth, the securities the Company proposes to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporation)sell.

Priority on Piggyback Takedowns. (i) If a Piggyback Takedown is an underwritten primary registration on behalf of the Company, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities the Company proposes to sell, (B) second, securities requested to be included in such Piggyback Takedown by Holders Shareholders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein then-owned by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), and (C) third, other securities requested to be included in such Piggyback Takedown by any other than pursuant to this Agreement or the Other Registration Agreements, if applicable security holders exercising piggyback registration rights (pro rata among the holders of such securities on the basis of the number of securities then-owned by each such holder) and (D) fourth, other securities requested to be included therein in such Piggyback Takedown (pro rata among the holders of such securities on the basis of the number of securities then-owned by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder). (ii) If a Piggyback Takedown is an underwritten registration on behalf of one or more Requesting HoldersShareholders, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities requested to be included by the Requesting Holders and Other Registrable Securityholders who are Requesting Holders (as such term is defined in the Other Registration Agreements) in accordance with the Other Registration AgreementsShareholders, if applicable (B) second, securities requested to be included in such Piggyback Takedown by Holders the Shareholders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), (C) third, the securities the Company proposes to sell, and (D) fourth, other securities requested to be included in such Piggyback Takedown by any other than pursuant to this Agreement or the Other Registration Agreements, if applicable security holders exercising piggyback registration rights (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion holder), (D) fourth, the securities the Company proposes to sell, and (E) fifth, other securities requested to be included in such Piggyback Takedown (pro rata among the holders of all such securities into Class A Shares in accordance with on the Certificate basis of Incorporationthe number of securities requested to be included therein by each such holder).

Priority on Piggyback Takedowns. (i) If a Piggyback Takedown is an underwritten primary registration on behalf of the Company, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities the Company proposes to sell, (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders and Harbinger Holders exercising piggyback registration rights, in accordance with any agreement among such holders and the Other Registration Agreements, if applicable Company (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), and (C) third, other securities requested to be included in such Piggyback Takedown by any other than pursuant to this Agreement or the Other Registration Agreements, if applicable security holders exercising piggyback registration rights (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion holder) and (D) fourth, other securities requested to be included in such Piggyback Takedown (pro rata among the holders of all such securities into Class A Shares in accordance with on the Certificate basis of Incorporationthe number of securities requested to be included therein by each such holder). (ii) If a Piggyback Takedown is an underwritten registration on behalf of one or more Requesting Holders, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities requested to be included by the Requesting Holders and Other Registrable Securityholders who are Requesting Holders (as such term is defined in the Other Registration Agreements) in accordance with the Other Registration AgreementsHolders, if applicable (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), (C) third, the securities the Company proposes to sell, and (D) fourth, other securities requested to be included in such Piggyback Takedown by any other than pursuant to this Agreement or the Other Registration Agreements, if applicable security holders exercising piggyback registration rights (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion holder), (D) fourth, the securities the Company proposes to sell, and (E) fifth, other securities requested to be included in such Piggyback Takedown (pro rata among the holders of all such securities into Class A Shares in accordance with on the Certificate basis of Incorporationthe number of securities requested to be included therein by each such holder).

Priority on Piggyback Takedowns. (i) If a Piggyback Takedown is an underwritten primary registration on behalf of the Company, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities the Company proposes to sell, (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), and (C) third, other securities requested to be included in such Piggyback Takedown other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder). (ii) If a Piggyback Takedown is an underwritten registration on behalf of one or more Requesting Holders, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities requested to be included by the Requesting Holders and Other Registrable Securityholders who are Requesting Holders (as such term is defined in the Other Registration Agreements) in accordance with the Other Registration Agreements, if applicable (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), (C) third, the securities the Company proposes to sell, and (D) fourth, other securities requested to be included in such Piggyback Takedown other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder).

Priority on Piggyback Takedowns. (i) If a Piggyback Takedown is an underwritten primary registration on behalf of the Company, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities the Company proposes to sell, (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), and (C) third, other securities requested to be included in such Piggyback Takedown other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder). (ii) If a Piggyback Takedown is an underwritten registration on behalf of one or more Requesting Holders, and the managing underwriters for a Piggyback Takedown advise the Company that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first, the securities requested to be included by the Requesting Holders and Other Registrable Securityholders who are Requesting Holders (as such term is defined in the Other Registration Agreements) in accordance with the Other Registration Agreements, if applicable (B) second, securities requested to be included in such Piggyback Takedown by Holders exercising piggyback registration rights in accordance with this Agreement or by Other Registrable Securityholders in accordance with Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder), (C) third, the securities the Company proposes to sell, and (D) fourth, other securities requested to be included in such Piggyback Takedown other than pursuant to this Agreement or the Other Registration Agreements, if applicable (pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by each such holder assuming conversion of all such securities into Class A Shares in accordance with the Certificate of Incorporationholder).