Common use of Priority on Underwritten Shelf Takedown Clause in Contracts

Priority on Underwritten Shelf Takedown. If the Managing Underwriter advises the Company and the Requesting Holder that in its opinion the inclusion of all securities requested to be included (whether by the Company, any other Person, the Requesting Holder or the other Holders) in an Underwritten Shelf Takedown requested by a Major Holder or Tug Hill Holder pursuant to Section 2.2.1 may have a Material Adverse Effect, then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the Managing Underwriter believes can be sold without a Material Adverse Effect and shall be allocated (a) first, pro rata among the Requesting Holder and the other Major Holders and Tug Hill Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to Section 2.2.2 (based on the number of shares of Common Stock properly requested to be included in such offering), (b) second, to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company and (c) third, to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company’s shareholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such registration rights agreement (including any Alta Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to the Alta Registration Rights Agreement).

Priority on Underwritten Shelf Takedown. If the Managing Underwriter advises the Company and managing Underwriter(s) advise the Requesting Holder Holders that in its their opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Company, any other Person, the Requesting Holder Holders or the other Holders) in an Underwritten Shelf Takedown requested by may materially and adversely affect the price or success of the offering (a Major Holder or Tug Hill Holder pursuant to Section 2.2.1 may have a “Material Adverse Effect”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the Managing Underwriter believes managing Underwriter(s) believe can be sold without a Material Adverse Effect and shall be allocated (a) first, pro rata among the Requesting Holder and Holders, the other Major Holders and Tug Hill Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to Section 2.2.2 this Agreement and the SCF Holders and Affiliates of the Company who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to the Stockholders Agreement (based on the number of shares of Common Stock properly requested to be included in held at such offeringtime by such Persons that are “Registrable Securities” under this Agreement or the Stockholders Agreement), (b) second, to the extent that any additional securities can, in the opinion of such Managing Underwritermanaging Underwriter(s), be sold without a Material Adverse Effect, to the Company Company, and (c) third, to the extent that any additional securities can, in the opinion of such Managing Underwritermanaging Underwriter(s), be sold without a Material Adverse Effect, to the Company’s shareholders stockholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement or the Stockholders Agreement, with the Company that provides for registration rights in accordance with the terms of such registration rights agreement (including any Alta Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to the Alta Registration Rights Agreement)agreement.

Priority on Underwritten Shelf Takedown. If equity securities to be sold for the Managing Underwriter advises account of any Person (including the Company) other than a Requesting Holder are desired to be included in the Underwritten Shelf Takedown and if the managing underwriters for the Underwritten Shelf Takedown advise the Company and the Requesting Holder in writing that in its their opinion the inclusion number of all Registrable Securities and, if permitted hereunder, other equity securities requested to be included (whether by in the CompanyUnderwritten Shelf Takedown, any exceeds the number of Registrable Securities and other Personequity securities, the Requesting Holder or the other Holders) if any, which can be sold in an Underwritten Shelf Takedown orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested by a Major Holder or Tug Hill Holder pursuant to Section 2.2.1 may have a Material Adverse Effect, then all such securities to be included in such the Underwritten Shelf Takedown, the Company shall include in the Underwritten Shelf Takedown shall the number of Registrable Securities which can be limited so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in the securities that Underwritten Shelf Takedown, which in the Managing Underwriter believes opinion of such underwriter can be sold without a Material Adverse Effect and shall be allocated (a) firstin an orderly manner within the price range of such offering, pro rata among the Requesting Holder and respective Holders of such Registrable Securities on the other Major Holders and Tug Hill Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to Section 2.2.2 (based on basis of the number of shares of Common Stock properly Registrable Securities requested to be included therein by each such Holder, (ii) second, the equity securities the Company proposes to sell, and (iii) third, the other equity securities requested to be included in such offering), (b) second, the Underwritten Shelf Takedown to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company and (c) third, to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company’s shareholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such registration rights agreement (including any Alta Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to the Alta Registration Rights Agreement)permitted hereunder.

Priority on Underwritten Shelf Takedown. If If, in connection with an Underwritten Shelf Takedown, the Managing Underwriter advises managing Underwriter(s) give written advice to the Company of an Underwriters’ Maximum Number, then the Company shall so advise all Requesting Holder(s) and the Company will be obligated and required to include in such registration only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Requesting Holder(s), pro rata on the basis of the aggregate number of Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for an Underwritten Shelf Takedown pursuant to this Section 6.1 (provided, that if the aggregate number of Registrable Securities of the Requesting Holder(s) to be included in the Underwritten Shelf Takedown is less than 75% of the number requested to be so included by such Requesting Holder(s), the Requesting Holder(s) may withdraw such request for an Underwritten Shelf Takedown by giving notice to the Company within three (3) days; if so withdrawn, the request for an Underwritten Shelf Takedown shall be deemed not to have been made for all purposes of this Agreement), (ii) second, any shares of Common Stock to be sold by the Company and (iii) third, any shares of Common Stock requested to be included pursuant to the Requesting Holder that in its opinion exercise of other contractual registration rights granted by the inclusion Company or which request has otherwise been granted by the Company (other than Holders), pro rata among such holders (if applicable) on the basis of all the aggregate number of securities requested to be included (whether by the Company, any other Person, the Requesting Holder or the other Holders) in an Underwritten Shelf Takedown requested by a Major Holder or Tug Hill Holder pursuant to Section 2.2.1 may have a Material Adverse Effect, then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the Managing Underwriter believes can be sold without a Material Adverse Effect and shall be allocated (a) first, pro rata among the Requesting Holder and the other Major Holders and Tug Hill Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to Section 2.2.2 (based on the number of shares of Common Stock properly requested to be included in such offering), (b) second, to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company and (c) third, to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company’s shareholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such registration rights agreement (including any Alta Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to the Alta Registration Rights Agreement)holders.

Priority on Underwritten Shelf Takedown. If securities to be sold for the Managing Underwriter advises account of any Person (including the Company) other than a Requesting Holder are desired to be included in the Underwritten Shelf Takedown and if the managing underwriters for the Underwritten Shelf Takedown advise the Company and the Requesting Holder in writing that in its their opinion the inclusion number of all Registrable Securities and, if permitted hereunder, other securities requested to be included (whether by in the CompanyUnderwritten Shelf Takedown, any exceeds the number of Registrable Securities and other Personsecurities, the Requesting Holder or the other Holders) if any, which can be sold in an Underwritten Shelf Takedown orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested by a Major Holder or Tug Hill Holder pursuant to Section 2.2.1 may have a Material Adverse Effect, then all such securities to be included in such the Underwritten Shelf Takedown, the Company shall include in the Underwritten Shelf Takedown shall the number of Registrable Securities which can be limited so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in the securities that Underwritten Shelf Takedown, which in the Managing Underwriter believes opinion of such underwriter can be sold without a Material Adverse Effect and shall be allocated (a) firstin an orderly manner within the price range of such offering, pro rata among the Requesting Holder and respective Holders of such Registrable Securities on the other Major Holders and Tug Hill Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to Section 2.2.2 (based on basis of the number of shares of Common Stock properly Registrable Securities requested to be included therein by each such Holder, (ii) second, securities requested to be included therein by SCF pursuant to the Existing Registration Rights Agreement, (iii) third, securities requested to be included therein by Tinicum pursuant to the Existing Registration Rights Agreement, (iv) fourth, the securities the Company proposes to sell, and (v) fifth, the other securities requested to be included in such offering), (b) second, the Underwritten Shelf Takedown to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company and (c) third, to the extent that any additional securities can, in the opinion of such Managing Underwriter, be sold without a Material Adverse Effect, to the Company’s shareholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such registration rights agreement (including any Alta Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to the Alta Registration Rights Agreement)permitted hereunder.