Common use of Priority on Primary Piggyback Takedowns Clause in Contracts

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a primary underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Person participating in such Piggyback Takedown) that, in such firm’s good faith view, the number of Other Securities and Registrable Securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in such offering without being likely to have an adverse effect upon the price, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplated, the Company shall include in such Piggyback Takedown the number of Registrable Securities which can be sold in the following order of priority: (a) first, all Company Held Securities; (b) second, the Registrable Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities held by such Holder; and (c) third, Other Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting to be included in such Piggyback Takedown.

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a an underwritten primary underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises underwriters for such Piggyback Takedown advise the Company in writing (with a copy to each Person participating that in such Piggyback Takedown) that, in such firm’s good faith view, their reasonable opinion the number of Other Securities and Registrable Securities securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering without being likely within a price range acceptable to have an adverse effect upon the price, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplatedCompany, the Company shall include in such Piggyback Takedown the number of Registrable Securities which can be so sold in the following order of priority: (ai) first, all the securities the Company Held Securities; proposes to sell, (bii) second, the Registrable Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and by the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, Holders (pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities held requested to be included by each such Holder; ), and (ciii) third, Other Securities other securities requested to be included in such Piggyback Takedown pursuant to Takedown. If, as a result of the proration provisions of this Section 1(g) and the terms of 3(b), any other registration rights agreement Holder shall not be entitled to which the Company is include all Registrable Securities in a party Piggyback Takedown that can such Holder has requested be sold without having the adverse effect referred included, such Holder may elect to above, pro rata on the basis of the relative number of such Other withdraw its request to include Registrable Securities owned by the Persons requesting to be included in such Piggyback TakedownTakedown or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to the execution of the underwriting agreement and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Takedown as to which such withdrawal was made.

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a an underwritten primary underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises underwriters for a Piggyback Takedown advise the Company in writing (with a copy to each Person participating that in such Piggyback Takedown) that, in such firm’s good faith view, their opinion the number of Other Securities and Registrable Securities securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering without being likely within a price range acceptable to have an adverse effect upon the price, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplatedCompany, the Company shall include in such Piggyback Takedown reduce the number of Registrable Securities in such Piggyback Takedown which can be so sold in the following order of priority(a “Piggyback Cutback”) as follows: (ai) first, all Company Held Securities; (b) second, the Piggyback Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in such the Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to aboveRegistration, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities held requested to be included by each such Holder; and , (cii) thirdthen second, Other the Piggyback Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Piggyback Registration, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included in by each such Demand Holder and (iii) then, third, the remaining Piggyback Takedown pursuant Cutback shall apply to this Section 1(g) and the terms of any other registration rights agreement to which securities the Company is a party that can be sold without having the adverse effect referred proposes to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting to be included in such Piggyback Takedownsell.

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a primary an underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Person participating in such Piggyback Takedown) that, in such firm’s good faith view, the number of Other Securities and Registrable Securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering without being likely within a price range acceptable to have an adverse effect upon the priceCompany, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplatedin its sole discretion, the Company shall include in such Piggyback Takedown the number of Registrable Securities which can be sold in the following order of priority: (a) first, all Company Held Securities; (b) second, the Registrable Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities held by such Holder; and (c) third, Other Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting to be included in such Piggyback Takedown.

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a an underwritten primary underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises underwriters for a Piggyback Takedown advise the Company in writing (with a copy to each Person participating that in such Piggyback Takedown) that, in such firm’s good faith view, their opinion the number of Other Securities and Registrable Securities securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering without being likely within a price range acceptable to have an adverse effect upon the price, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplatedCompany, the Company shall include in such Piggyback Takedown reduce the number of Registrable Securities in such Piggyback Takedown which can be so sold in the following order of priority(a “Piggyback Cutback”) as follows: (i) first, (a) first, all Company Held Securities; (b) second, 50% of the Piggyback Cutback shall apply to Registrable Securities requested by any Holder to be included in such the Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to aboveTakedown, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities held requested to be included by each such Holder; , and (cb) third50% of the Piggyback Cutback shall apply to Registrable Securities requested by any Holder that is not a Demand Holder to be included in the Piggyback Takedown, Other pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included in by each such Piggyback Takedown pursuant to this Section 1(gHolder, and (ii) and second, the terms of any other registration rights agreement to which securities the Company is a party that can be sold without having the adverse effect referred proposes to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting to be included in such Piggyback Takedownsell.

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a an underwritten primary underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises Underwriters for a Piggyback Takedown advise the Company in writing (with a copy to each Person participating that in such Piggyback Takedown) that, in such firm’s good faith view, their reasonable opinion the number of Other Securities and Registrable Securities securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering without being likely within a price range acceptable to have an adverse effect upon the price, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplatedCompany, the Company shall include in such Piggyback Takedown the number of Registrable Securities which can be so sold in the following order of priority: (a) first, all the securities the Company Held Securities; proposes to sell, (b) second, the securities of holders of registration rights pursuant to that certain registration rights agreement dated as of August 8, 2013, by and among each of the Company, Quinpario Partners I, LLC, a Delaware limited liability company and the other parties listed under “Holders” on the signature page thereto, (c) third, the Registrable Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, (pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities held by such Holder; and (c) third, Other Securities requested to be included in therein by each such Piggyback Takedown pursuant to this Section 1(gHolder), and (d) and the terms of any fourth, other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting securities requested to be included in such Piggyback Takedown.

Priority on Primary Piggyback Takedowns. If a Piggyback Takedown is to be a an underwritten primary underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises underwriters for a Piggyback Takedown advise the Company in writing (with a copy to each Person participating that in such Piggyback Takedown) that, in such firm’s good faith view, their reasonable opinion the number of Other Securities and Registrable Securities securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering without being likely within a price range acceptable to have an adverse effect upon the price, timing, marketing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplatedCompany, the Company shall include in such Piggyback Takedown the number of Registrable Securities which can be so sold in the following order of priority: (ai) first, all the securities the Company Held Securitiesproposes to sell; (bii) (A) if such Piggyback Takedown occurs within 36 months of the date hereof, second, the Registrable Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and by the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, Backstop Purchasers (pro rata among the respective Holders of such Registrable Securities Backstop Purchasers on the basis of the number of Registrable Securities held owned by each such Holder; Backstop Purchaser) and (c) third, Other the Registrable Securities requested to be included in such Piggyback Takedown pursuant to this Section 1(g) and by Holders other than the terms of any other registration rights agreement to which the Company is a party that can be sold without having the adverse effect referred to above, Backstop Purchasers (pro rata among such Holders on the basis of the relative number of such Other Registrable Securities owned by each such Holder), or (B) if such Piggyback Takedown occurs after 36 months from the Persons requesting date hereof, second, the Registrable Securities requested to be included in such Piggyback Takedown by Holders (including the Backstop Purchasers) (pro rata among the Holders on the basis of the number of Registrable Securities owned by each Holder); and (iii) fourth in the case of (ii)(A) of this clause (b) or third in the case of (ii)(B) of this clause (b), other securities requested to be included in such Piggyback Takedown, if any. For the avoidance of doubt and in accordance with the priorities set forth in the preceding sentence, the full amount of Registrable Securities requested to be included and other securities included in such Piggyback Takedown may be entirely excluded from such Piggyback Takedown.