Common use of Priority on Primary Piggyback Registrations Clause in Contracts

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of Boise Holdings, and the managing underwriters advise Boise Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Boise Holdings, Boise Holdings will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings proposes to sell; (ii) second, the BCC Registrable Securities and the FPH Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of Boise HoldingsNewco, and the managing underwriters advise Boise Holdings Newco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Boise HoldingsNewco, Boise Holdings Newco will include in such registration: (A) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time during the Special Priority Period, only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings Newco proposes to sell; (ii) second, the BCC TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such TPI Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iv) fourth, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (v) fifth, any other securities requested to be included in such registration; and (B) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time after the Special Priority Period, only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Newco proposes to sell; (ii) second, the TPI Registrable Securities and the FPH PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration or Piggyback Shelf Takedown is an initiated as a primary underwritten primary registration offering on behalf of Boise Holdings, the Company and the managing underwriters of the offering advise Boise Holdings the Company in writing that that, in their opinion opinion, the number of securities requested shares of its Common Stock proposed to be included in such registration offering, including all Registrable Securities and all other shares of its Common Stock proposed to be included in such offering, exceeds the number which of shares of its Common Stock that can reasonably be sold in an orderly manner in such offering within a price range acceptable expected to Boise Holdings, Boise Holdings will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such price range offering), the Company shall include in the following order of priority: such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the securities Boise Holdings shares of its Common Stock that the Company proposes to sell; sell in such offering and (ii) second, (x) the BCC Registrable Securities and the FPH Registrable Securities, if any, shares of its Common Stock requested to be included thereintherein by holders of Common Stock to whom the Company has a contractual obligation to facilitate such offering other than holders of Registrable Securities, pro-allocated among such holders in such manner as they may agree, and (y) the Registrable Securities requested to be included therein by a Holder, allocated, in the case of this clause (y), pro rata among the holders of such Registrable Securities Persons on the basis of the number of shares requested of its Common Stock initially proposed to be included by each such holder; (iii) thirdPerson in such offering, up to the Transferee Registrable Securitiesnumber of shares of its Common Stock, if any, requested to be included therein, pro-rata among that the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to 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 registrationoffering).

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of Boise HoldingsTimber Holding Co., and the managing underwriters advise Boise Holdings Timber Holding Co. in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Boise HoldingsTimber Holding Co., Boise Holdings Timber Holding Co. will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings Timber Holding Co. proposes to sell; (ii) second, the BCC Boise Sub Registrable Securities and the FPH Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten primary registration on behalf of Boise Holdings, the Company and the managing underwriters advise Boise Holdings the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold within a price range acceptable to the Company, then the Company shall include in such registration 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 securities the Company proposes to sell, (ii) second the WCP Registrable Securities and Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner in without such offering within a price range acceptable to Boise Holdingsadverse effect, Boise Holdings will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings proposes to sell; (ii) second, the BCC Registrable Securities and the FPH Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares requested to be included Registrable Securities owned by each such holder; , and (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration, the 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 each such holder.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten primary registration on behalf of Boise Holdings, Holdings and the managing underwriters advise Boise Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which of securities that can be sold in such offering without adversely affecting the marketability of such offering, then Holdings shall include in such registration 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 securities Holdings proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration, that in the opinion of such underwriters can be sold in an orderly manner in without such offering within a price range acceptable to Boise Holdingsadverse effect, Boise Holdings will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings proposes to sell; (ii) second, the BCC Registrable Securities and the FPH Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares requested to be included Registrable Securities owned by each such holder; , and (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration, the 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 each such holder.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten primary registration on behalf of Boise Holdings, the Company and the managing underwriters advise Boise Holdings the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold within a price range acceptable to the Company, then the Company shall include in such registration 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 securities the Company proposes to sell, (ii) second, the number of Registrable Securities and Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner in without such offering within a price range acceptable to Boise Holdingsadverse effect, Boise Holdings will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings proposes to sell; (ii) second, the BCC Registrable Securities and the FPH Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares requested to be included Registrable Securities and Other Registrable Securities owned by each such holder; , and (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration, the 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 each such holder.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten primary registration on behalf of Boise Holdings, the Company and the managing underwriters advise Boise Holdings the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold within a price range acceptable to the Company, then the Company shall include in such registration 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: (A) first, the securities the Company proposes to sell, (B) second, the Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner in without such offering within a price range acceptable to Boise Holdingsadverse effect, Boise Holdings will include in such registration only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings proposes to sell; (ii) second, the BCC Registrable Securities and the FPH Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of shares requested to be included Registrable Securities owned by each such holder; , and (iiiC) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration, the 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 each such holder.

Priority on Primary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of Boise HoldingsNewco, and the managing underwriters advise Boise Holdings Newco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Boise HoldingsNewco, Boise Holdings Newco will include in such registration: (A) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time during the Special Priority Period, only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings Newco proposes to sell; (ii) second, the BCC TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such TPI Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iv) fourth, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (v) fifth, any other securities requested to be included in such registration; and (B) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time after the Special Priority Period, only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: 108 (i) first, the securities Newco proposes to sell; (ii) second, the TPI Registrable Securities and the FPH PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. Subject to SUBJECT To Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of Boise HoldingsNewco, and the managing underwriters advise Boise Holdings Newco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Boise HoldingsNewco, Boise Holdings Newco will include in such registration: (A) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time during the Special Priority Period, only the number of securities (including Registrable Securities) which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the securities Boise Holdings Newco proposes to sell; (ii) second, the BCC TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such TPI Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iv) fourth, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (v) fifth, any other securities requested to be included in such registration; and (B) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time after the Special Priority Period, only the (i) first, the securities Newco proposes to sell; (ii) second, the TPI Registrable Securities and the FPH PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.