Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf the Company registers Registerable Securities for any Holder pursuant to clause (iii) of a holder of Shares other than the Investor, Section 3(a) and the managing underwriters advise the Company that that, in their opinion opinion, the number of Shares Registerable Securities proposed to be included in an Underwritten Offering in connection with such registration Registration Statement exceeds the number of Shares (of any class) which Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of the such offering (including the price per share of the Shares Class A Common Stock proposed to be sold in such offering), then the Company shall include in such registration offering: (i) first, the number of Shares all Registerable Securities requested to be included therein by the holder(s) requesting Xxxxx Holders and each Management Member, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registrationregistration by each, (ii) second, the number of Shares all Registerable Securities requested to be included therein by all Holders other holders than the Xxxxx Holders and the Management Members, on a pro rata basis determined based on the number of Shares including the Investor (if the Investor has elected Registerable Securities so requested to include Registrable Shares be included in such Piggyback Registration) registration by each such Holder and (iii) third, up to the number of Shares that shares of Class A Common Stock to be issued and sold by the Company proposes to sellin such offering, pro rata among such holders on if any (notwithstanding the basis provisions contained in Section 8(a) of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the CompanyManagement Stockholders Agreement).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is not a Redemption Offering and is initiated as an underwritten registration on behalf of a holder of Shares other than the InvestorInvestors, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing otherwise adversely affecting the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders the Investors pro rata among such Investors on the basis of Shares including the Investor (if the Investor has elected to include number of Registrable Shares in owned by each such Piggyback Registration) Investor and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such holders or other Persons in such manner as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)determine.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares securities other than the Investor, a Holder and the managing underwriters advise the Company that in their good faith opinion the number of Shares securities proposed to be included in such registration exceeds the number of Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares security proposed to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting such registrationregistration (including any Initiating Holders), (ii) second, the number of Shares securities requested to be included therein by other holders of Shares securities including the Investor any other Holders (if the Investor has any other Holders have elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Shares securities requested to be included therein by such holders or as such holders and the Company may otherwise agree and (with allocations among different classes iii) third, the number of Shares, if more than one are involved, securities that the Company proposes to be determined by the Company)sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company), and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration offering on behalf of a holder of Shares Common Stock other than the InvestorRegistrable Common Stock, and the managing underwriters advise the Company that in their opinion the number of Shares shares of Common Stock proposed to be included in such registration exceeds the number of Shares (shares of any class) which Common Stock that can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Shares Common Stock to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares shares of Common Stock requested to be included therein by other holders of Shares Common Stock, including the Investor Holders (if the Investor has any Holders have elected to include Registrable Shares Common Stock in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Shares shares of Common Stock requested to be included therein by such holders or as such holders may otherwise agree, and (iii) third, the number of shares of Common Stock that the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, proposes to be determined by the Company)sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)Company and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) ), and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Company Shares other than the InvestorInvestor (and the Investor has elected to include Registrable Securities in such Piggyback Registration), and the managing underwriters advise the Company that in their opinion the number of Company Shares proposed to be included in such registration exceeds the number of Company Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering)having an Adverse Effect, then the Company shall include in such registration (i) first, the number of Company Shares requested to be included therein by the holder(s) initially requesting such registration, ; (ii) second, the number of Company Shares requested to be included therein by other holders of Shares Company Shares, including the Investor (if the Investor has elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Company Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Company Shares, if more than one are involved, to be determined by the Company); and (iii) third, the number of Company Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration and offering only such number of Shares that in the opinion of such underwriters can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), which Shares will be so included in the following order of priority: (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If If, (i) as a result of applicable law or based upon comments received by the Commission, all of the securities to be included in the Registration Statement for any Piggyback Registration is initiated as an underwritten a secondary registration on behalf of a holder of Shares the Company’s securities other than Registrable Securities, cannot be so included or (ii) a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the InvestorCompany’s securities other than Registrable Securities, and the managing underwriters advise the Company that in writing that, in their opinion opinion, the number of Shares proposed securities requested to be included in such registration statement exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in having an adverse effect on such offering), then the Company shall include in such registration (ix) first, the number securities of Shares such requesting persons or entities, other than the Holders of Registrable Securities, (y) second, the Registrable Securities and other securities requested to be included therein by the holder(s) requesting Holders and the Other Holders (including, for the avoidance of doubt, such registrationOther Holders exercising their rights under the Merger Registration Rights Agreement), (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sellany, pro rata among such holders the Holders and the Other Holders on the basis of the number of Shares shares requested to be included therein registered by such holders or as such holders the Holders and the Other Holders, and (z) third, the securities the Company may otherwise agree (with allocations among different classes of Sharesproposes to sell, if more than one are involved, to be determined by the Company)any.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares securities other than the Investor, a Holder and the managing underwriters advise the Company that in their good faith opinion the number of Shares securities proposed to be included in such registration exceeds the number of Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares security proposed to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting such registrationregistration (including any Initiating Holders, as applicable), (ii) second, the number of Shares securities requested to be included therein by other holders of Shares securities including the Investor any other Holders (if the Investor has any other Holders have elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Shares securities requested to be included therein by such holders or as such holders and the Company may otherwise agree and (with allocations among different classes iii) third, the number of Shares, if more than one are involved, securities that the Company proposes to be determined by the Company)sell.

Priority on Secondary Piggyback Registrations. If If, (i) as a result of applicable law or based upon comments received by the Commission, all of the securities to be included in the registration statement for any Piggyback Registration is initiated as an underwritten a secondary registration on behalf of a holder of Shares the Company’s securities other than Registrable Securities, if Registrable Securities are included therein, cannot be so included or (ii) a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the InvestorCompany’s securities other than Registrable Securities, and the managing underwriters advise the Company that in writing that, in their opinion opinion, the number of Shares proposed securities requested to be included in such registration statement exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in having an adverse effect on such offering), then the Company shall include in such registration (ix) first, the number of Shares Registrable Securities and other securities requested to be included therein by the holder(s) requesting such registrationHolders and the Other Holders, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sellany, pro rata among such holders the Holders and the Other Holders on the basis of the number of Shares shares requested to be included therein registered by such holders or as such holders the Holders and the Other Holders, and (x) second, the securities the Company may otherwise agree (with allocations among different classes of Sharesproposes to sell, if more than one are involved, to be determined by the Company)any.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting requiring such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by on a pro rata basis based on the Companytotal number of Shares requested to be included in such offering without giving effect to such reduction), and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).. 45424574 7

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the InvestorInvestors, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying adverse effect on the price, timing or jeopardizing the success of the offering (including the price per share distribution of the Shares to be sold so included, then there shall be included in such offering the number or dollar amount of Shares that in the good faith opinion of such managing underwriters can be sold without so adversely affecting such offering), then the Company and such number of Shares shall include in such registration be allocated for inclusion as follows: (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor any Investors (if the Investor has such Investors have elected to include Registrable Shares in such Piggyback Registration) ), pro rata among all such Investor on the basis of the number of Shares requested to be included therein by all such Investors, and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).. (e)

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten a secondary registration on behalf of a holder holders of Shares other than the InvestorCorporation's securities in connection with an underwritten public offering, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of Shares proposed securities (including Registrable Shares) requested to be included in such registration by all prospective sellers exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing offering, the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall Corporation will include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting holders of the Corporation's securities demanding such registration pursuant to a pre-existing contractual right to require the Corporation to effect the registration, (ii) second, the number of Registrable Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, registration which in the number opinion of Shares that the Company proposes to sellsuch underwriters can be sold, pro rata among the holders of such holders Registrable Shares on the basis of the number of Registrable Shares owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares it is entitled to register, and (iii) third, other securities requested to be included therein by in such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)registration.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration offering on behalf of a holder of Common Shares other than the InvestorRegistrable Securities, and the managing underwriters advise the Company that in their the opinion of the managing underwriters the number of Common Shares proposed to be included in such registration exceeds the number of Common Shares (of any class) which that can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including Common Shares proposed to be included in any such registration would adversely affect the price per share of the Common Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Common Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Common Shares requested to be included therein by other holders of Shares Common Shares, including the Investor Holders (if the Investor any Holder has elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Common Shares requested to be included therein by such holders or as such holders may otherwise agree, and (iii) third, the number of Common Shares that the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, proposes to be determined by the Company)sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the InvestorInvestors, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor Investors (if the Investor has Investors have elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration Underwritten Offering is initiated as an underwritten registration Underwritten Offering on behalf of a holder or holders of Shares other than the Investora Holder, and the managing underwriters advise the Company that in their opinion the number of Shares Xxxxxx proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration Piggyback Underwritten Offering (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor any Holder (if the Investor any Holder has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sellUnderwritten Offering), pro rata among such other holders on the basis of the number of Shares requested to be included therein by such other holders or as such other holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)) and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares shares other than the InvestorStockholder, and the managing underwriters advise the Company that in their opinion the number of Registrable Shares and other securities proposed to be included in such registration exceeds the number of Shares (of any class) shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares shares requested to be included therein by other holders of Shares shares including the Investor Stockholder (if the Investor Stockholder has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Shares shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Sharesshares, if more than one are involved, to be determined by the Company)) and (iii) third, the number of shares that the Company proposes to sell.