Common use of Priority on Underwritten Shelf Takedown Clause in Contracts

Priority on Underwritten Shelf Takedown. If equity securities to be sold for the 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 in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other equity securities requested to be included in the Underwritten Shelf Takedown, exceeds the number of Registrable Securities and other equity securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall include in the Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in the Underwritten Shelf Takedown, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of 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 the Underwritten Shelf Takedown to the extent permitted hereunder.

Priority on Underwritten Shelf Takedown. If equity securities to be sold for the account of any Person (including Managing Underwriter advises the Company) other than a Company and the 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 in writing that in their its opinion the number inclusion of Registrable Securities and, if permitted hereunder, other equity all securities requested to be included (whether by the Company, any other Person, the Requesting Holder or the other Holders) in the an Underwritten Shelf TakedownTakedown requested by a Major Holder or Tug Hill Holder pursuant to Section 2.2.1 may have a Material Adverse Effect, exceeds 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 Registrable Securities and other equity securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders shares of a majority of the Registrable Securities Common Stock properly requested to be included in such offering), (b) second, to the Underwritten Shelf Takedownextent that any additional securities can, the Company shall include in the Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in the Underwritten Shelf Takedown, which in the opinion of such underwriter can Managing Underwriter, be sold in an orderly manner within the price range of such offeringwithout a Material Adverse Effect, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (ii) second, the equity securities the Company proposes to sell, and (iiic) third, to the other equity 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 be included include their securities in the 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 extent permitted hereunderAlta Registration Rights Agreement).

Priority on Underwritten Shelf Takedown. If equity securities to be sold for the 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 Underwriter(s) advise the Company in writing Requesting Holders that in their opinion the number inclusion of Registrable Securities and, if permitted hereunder, other equity securities requested to be included in the Underwritten Shelf Takedown, exceeds the number of Registrable Securities and other equity securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall include in the Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in the Underwritten Shelf Takedown, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of 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 all securities requested to be included in the Underwritten Shelf Takedown (whether by the Company, any other Person, the Requesting Holders or the other Holders) may materially and adversely affect the price or success of the offering (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(s) believe can be sold without a Material Adverse Effect and shall be allocated (a) first, pro rata among the Requesting Holders, the other Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to 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 held at such time by such Persons that are “Registrable Securities” under this Agreement or the Stockholders Agreement), (b) second, to the extent permitted hereunderthat any additional securities can, in the opinion of such managing Underwriter(s), 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(s), be sold without a Material Adverse Effect, to the Company’s 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.

Priority on Underwritten Shelf Takedown. If equity securities to be sold for the account of any Person (including the Company) other than a Requesting Holder are desired to be included If, in the Underwritten Shelf Takedown and if the managing underwriters for the Underwritten Shelf Takedown advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other equity securities requested to be included in the Underwritten Shelf Takedown, exceeds the number of Registrable Securities and other equity securities, if any, which can be sold in connection with an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the 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 Underwritten Shelf Takedown the number of Registrable Securities Underwriters’ Maximum Number, which can securities will be so sold included in the following order of priority: (i) first, the Registrable Securities requested to be included in of the Underwritten Shelf Takedown, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offeringRequesting Holder(s), pro rata among the respective Holders of such Registrable Securities on the basis of the aggregate number of Registrable Securities requested owned by all Requesting Holder(s) who have delivered written requests for an Underwritten Shelf Takedown pursuant to be included therein by each such Holderthis Section 6.1 (provided, (iithat if the aggregate number of Registrable Securities of the Requesting Holder(s) second, the equity securities the Company proposes to sell, and (iii) third, the other equity securities requested 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 extent permitted hereunderCompany 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 exercise of other contractual registration rights granted by the 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 the aggregate number of securities requested to be included by such holders.

Priority on Underwritten Shelf Takedown. If equity securities to be sold for the 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 in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other equity securities requested to be included in the Underwritten Shelf Takedown, exceeds the number of Registrable Securities and other equity securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall include in the Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in the Underwritten Shelf Takedown, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (ii) second, securities requested to be included therein by SCF pursuant to the equity 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 (iiiv) thirdfifth, the other equity securities requested to be included in the Underwritten Shelf Takedown to the extent permitted hereunder.