Common use of Priority on Primary Piggyback Registrations Clause in Contracts

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in the offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in the offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in the offering; (ii) second, any Equity Securities proposed to be included in the offering by Holders exercising their rights pursuant to this Section 5, allocated, in the case of this clause (ii), pro rata among those Holders on the basis of the number of Equity Securities initially proposed to be included by each Holder in the offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities securities that can reasonably be expected to be sold in the such offering without adversely affecting the success marketability of the offering (including the pricesuch offering, timing or distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration or Piggyback Shelf Takedownregistration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity the number of Registrable Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, that in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, the offering inclusion of which the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in the offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in the offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in the offering; (ii) second, any Equity Securities proposed to be included in the offering by Holders exercising their rights pursuant to this Section 54, allocated, in the case of this clause (ii), pro rata among those Holders on the basis of the number of Equity Securities initially proposed to be included by each Holder in the offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and if the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities that securities which can reasonably be expected to be sold in the an orderly manner in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or Piggyback Shelf Takedownmethod of distribution, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity Investor Registrable Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Investor Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Other Registrable Securities proposed requested to be included in such registration, which in the offering opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Other Registrable Securities owned by each such holder, and (iii) fourth, any other Person securities requested to whom be included in such registration, which in the Company has a contractual obligation to facilitate opinion of such offeringunderwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in that such offering, including all Registrable Securities and all other Equity Securities proposed to be included in the such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in the such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in the such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in the such offering; (ii) second, any Equity Registrable Securities proposed requested to be included in the offering therein by Holders exercising their rights pursuant to this Section 5any Sxxxx Family Stockholders, allocated, in the case of this clause (ii), pro rata among those Holders such Sxxxx Family Stockholders on the basis of the number of Registrable Securities initially proposed to be included by each such Sxxxx Family Stockholder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (iii), pro rata among such Persons on the basis of the number of Equity Securities initially proposed to be included by each Holder such Person in the such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the such offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in that such offering, including all Registrable Securities and all other Equity Securities proposed to be included in the such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in the such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in the such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in the such offering; and (ii) second, any Equity Securities proposed to be included in the such offering by Holders exercising their rights pursuant any other Person to this Section 5whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder), allocated, in the case of this clause (ii), pro rata among those Holders such Persons on the basis of the number of Equity Securities initially proposed to be included by each Holder such Person in the such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the such offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and if the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities that securities which can reasonably be expected to be sold in the an orderly manner in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or Piggyback Shelf Takedownmethod of distribution, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity Registrable Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)the underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, which in the opinion of the underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder; provided, however, that in no event may less than 25% of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Securities unless the managing underwriter in good faith shall advise the Company that such level of participation in its opinion would adversely affect the offering by any other Person price or its ability to whom complete the Company has a contractual obligation to facilitate offering and shall specify the number of Registrable Securities which, in its opinion, may be included in such offeringregistration and underwriting without such effect.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Holdings and the managing underwriters of the offering advise the Company Holdings in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities securities that can reasonably be expected to be sold in the such offering without adversely affecting the success marketability of the offering (including the pricesuch offering, timing or distribution of the securities to be sold in the offering), the Company then Holdings shall include in such Piggyback Registration or Piggyback Shelf Takedownregistration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that the Company securities Holdings proposes to sell in the offering; sell, (ii) second, any Equity the number of Registrable Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, that in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, the offering inclusion of which the holders of a majority of the Summit Investor Registrable Securities to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities securities that can reasonably be expected to be sold in within a price range acceptable to the offering without adversely affecting the success of the offering (including the priceCompany, timing or distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration or Piggyback Shelf Takedownregistration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (iA) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (iiB) second, any Equity the Registrable Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iiiC) third, any Equity Securities proposed other securities requested to be included in such registration, the offering inclusion of which the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities shares of its Common Stock proposed to be included in that such offering, including all Registrable Securities and all other Equity Securities shares of its Common Stock proposed to be included in the such offering, exceeds the number of Equity Securities shares of its Common Stock that can reasonably be expected to be sold in the such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in the such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities shares of its Common Stock that the Company proposes to sell in the offering; such offering and (ii) second, any Equity Securities proposed (x) the shares of its Common Stock requested to be included therein by holders of Common Stock to whom the Company has a contractual obligation to facilitate such offering other than holders of Registrable Securities, allocated among such holders in such manner as they may agree, and (y) the offering Registrable Securities requested to be included therein by Holders exercising their rights pursuant to this Section 5a Holder, allocated, in the case of this clause (iiy), pro rata among those Holders such Persons on the basis of the number of Equity Securities shares of its Common Stock initially proposed to be included by each Holder such Person in the such offering, up to the number of Equity Securitiesshares of its Common Stock, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the such offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and if the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities securities that can reasonably be expected to be sold in the an orderly manner in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or Piggyback Shelf Takedownmethod of distribution, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity Warrant Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Warrant Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, which in the offering opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities securities that can reasonably be expected to be sold in within a price range acceptable to the offering without adversely affecting the success of the offering (including the priceCompany, timing or distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration or Piggyback Shelf Takedownregistration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity the number of Registrable Securities proposed and Other Registrable Securities requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included and Other Registrable Securities owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, the offering inclusion of which the holders of two-thirds of the Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and if the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities that securities which can reasonably be expected to be sold in the an orderly manner in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or Piggyback Shelf Takedownmethod of distribution, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity Registrable Securities proposed requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)the underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, which in the offering opinion of the underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in that offering, including all Registrable Securities and all other Equity Securities proposed to be included in the offering, such registration exceeds the number of Equity Securities securities that can reasonably be expected to be sold in within a price range acceptable to the offering without adversely affecting the success of the offering (including the priceCompany, timing or distribution of the securities to be sold in the offering), then the Company shall include in such Piggyback Registration or Piggyback Shelf Takedownregistration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in the offering; sell, (ii) second, any Equity second the WCP Registrable Securities proposed and Other Registrable Securities requested to be included in the offering by Holders exercising their rights pursuant to this Section 5such registration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among those Holders the respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed to be included owned by each Holder in the offeringsuch holder, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed other securities requested to be included in such registration, the offering inclusion of which the holders of a majority of the WCP Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by any other Person to whom the Company has a contractual obligation to facilitate each such offeringholder.