Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securities, and the managing underwriters advise 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 the holders initially requesting such registration, 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration and the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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; (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; 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's Timber Holding Co.’s securities, and the managing underwriters advise Newco 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 the holders initially requesting such registration, Newco Timber Holding Co. will include in such registration: (A) : in the case of a registration with respect to which Newco Timber Holding Co. 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration and the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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; (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; 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 Periodabove, only the number of securities (including Registrable Securities) which can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI Boise Sub Registrable Securities, if any, requested to be included therein, and the PCA FPH Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securities, the Company’s securities (other than holders of Registrable Securities) and the managing underwriters advise Newco the Company 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 an orderly manner in such offering within a price range acceptable to the holders of the Company’s securities initially requesting such registration, Newco will then the Company shall 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 that number of securities (including Registrable Securities) which in the opinion of such underwriters can be sold in such manner and offering without adversely affecting the marketability of the offering within such price range in the following order of priority: range, with priority for inclusion to be determined as follows: (iA) first, the securities requested to be included include therein by the holders requesting such registration and the TPI Registrable Securities, if any, Securities requested to be included thereinin such registration, pro-which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders of such securities (including Registrable Securities) thereof on the basis of the number of shares Registrable Securities owned by each such holder, (B) second, the Registrable Securities requested to be included by each in such holder; (ii) secondregistration, which in the PCA Registrable Securitiesopinion of such underwriters can be sold in an orderly manner without such adverse effect, if any, requested to be included therein, pro-pro rata among the respective holders of such PCA Registrable Securities thereof on the basis of the number of shares requested to be included Registrable Securities owned 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; 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iiiC) third, 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 Secondary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's Boise Holdings’ securities, and the managing underwriters advise Newco 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 the holders initially requesting such registration, Newco Boise Holdings will include in such registration: (A) : in the case of a registration with respect to which Newco Boise Holdings 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration and the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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; (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; 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 Periodabove, only the number of securities (including Registrable Securities) which can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI BCC Registrable Securities, if any, requested to be included therein, and the PCA FPH Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securities, and the managing underwriters advise 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 the holders initially requesting such registration, 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration and the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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; (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; andand 109 (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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securities, the Company’s securities (other than holders of Registrable Securities) and the managing underwriters advise Newco the Company in writing that 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 an orderly manner in such offering within a price range acceptable to the holders of the Company’s securities initially requesting such registration, Newco will then the Company shall 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 that number of securities (including Registrable Securities) which in the opinion of such underwriters can be sold in such manner and offering without adversely affecting the marketability of the offering within such price range in the following order of priority: range, with priority for inclusion to be determined as follows: (i) first, the securities requested to be included include therein by the holders requesting such registration and the TPI Registrable Securities, if any, Securities requested to be included thereinin such registration, pro-which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders of such securities (including Registrable Securities) thereof on the basis of the number of shares requested to be included Registrable Securities owned by each such holder; , and (ii) second, 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; (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; and (B) , 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 case opinion 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 can be sold in an orderly manner without such manner and within such price range in the following order of priority: (i) firstadverse effect, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such securities (including Registrable Securities) thereof on the basis of the number of shares requested to be included such securities owned by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securities, the Company’s securities (other than holders of Registrable Securities) and the managing underwriters advise Newco the Company 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 an orderly manner in such offering within a price range acceptable to the holders of the Company’s securities initially requesting such registration, Newco will then the Company shall 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 that number of securities (including Registrable Securities) which in the opinion of such underwriters can be sold in such manner and offering without adversely affecting the marketability of the offering within such price range in the following order of priority: range, with priority for inclusion to be determined as follows: (i) first, the securities number of Registrable Securities and Other Registrable Securities requested to be included therein by in such registration, which in the holders requesting opinion of such registration and the TPI Registrable Securitiesunderwriters can be sold in an orderly manner without such adverse effect, if any, requested to be included therein, pro-pro rata among the respective holders of such securities (including 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 (ii) second, 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; (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; and (B) , 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 case opinion 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 can be sold in an orderly manner without such manner and within such price range in the following order of priority: (i) firstadverse effect, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such securities (including Registrable Securities) thereof on the basis of the number of shares requested to be included such securities owned by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securitiesthe Company’s securities other than any Stockholder, and the managing underwriters advise Newco the Company 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 the holders initially requesting such registration, 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 can be sold in such manner and within offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in such price range registration only that number of securities which in the following order opinion of priority: such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, with priority for inclusion to be determined as follows: (i) first, the securities requested to be included therein by the holders requesting such registration and pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, the TPI Registrable Securities, if any, Shares requested by each Selling Stockholder to be included thereinin such registration which, pro-in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities (including Registrable Securities) Selling Stockholders on the basis of the number of shares requested to be included Registrable Shares owned by each such holder; (ii) second, 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; (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; 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included thereinSelling Stockholder, and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securities, and the managing underwriters advise 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 the holders initially requesting such registration, 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration and the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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; (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; andrequested (iv) fourth, 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's Boise Holdings' securities, and the managing underwriters advise Newco 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 the holders initially requesting such registration, Newco Boise Holdings will include in such registration: (A) : in the case of a registration with respect to which Newco Boise Holdings 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 can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration and the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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; (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; 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 Periodabove, only the number of securities (including Registrable Securities) which can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, the TPI BCC Registrable Securities, if any, requested to be included therein, and the PCA FPH Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.

Priority on Secondary Piggyback Registrations. Subject to Section 3(f) below, if If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Newco's securitiesthe Company’s securities other than holders of Registrable Securities, and if the managing underwriters advise Newco the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability, Newco will proposed offering price, timing or method of distribution of the offering, then the Company shall 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 that number of securities (including Registrable Securities) which in the opinion of the underwriters can be sold in an orderly manner in such manner and within offering without adversely affecting the marketability of the offering at such price range in the following order and with such timing or method of priority: distribution, with priority for inclusion to be determined as follows: (i) first, the securities requested to be included therein in such registration by the holders requesting such registration and the TPI Registrable Securities, if any, Securities requested to be included thereinin such registration, pro-which in the opinion of the underwriters can be sold in an orderly manner without such adverse effect, pro rata among the holders of such securities (including Registrable Securities) on the basis of the number of shares requested to be included such securities owned by each such holder; , and (ii) second, 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; (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; and (B) , which in the case opinion 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 underwriters can be sold in an orderly manner without such manner and within such price range in the following order of priority: (i) firstadverse effect, the securities requested to be included therein by the holders requesting such registration, the TPI Registrable Securities, if any, requested to be included therein, and the PCA Registrable Securities, if any, requested to be included therein, pro-pro rata among the respective holders of such securities (including Registrable Securities) thereof on the basis of the number of shares requested to be included securities owned by each such holder; (ii) second, 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 (iii) third, any other securities requested to be included in such registration.