Common use of Pro Rata Allocation Clause in Contracts

Pro Rata Allocation. (i) If any registration statement made pursuant to Section 3.1(a) involves an underwritten offering and the managing underwriter of such offering (or, in connection with an offering that is not underwritten, an investment banker) shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the largest number that can be sold in an orderly manner in such offering without adversely affecting the price range of such offering, the Company shall include in such registration: (A) first, all shares of Registrable Securities requested to be included in such registration pursuant to Section 3.1(a) or Section 3.1(b); (B) second, to the extent that the number of securities to be registered pursuant to clause (A) is less than the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the selling holders of Registrable Securities, securities that the Company proposes to register; and (C) third, if permitted by the holders of Registrable Securities pursuant to Section 3.1(e), any other holders. (ii) The securities to be included in any such registration pursuant to Section 3.1(g)(i)(A) and, except as otherwise contractually required as of the date hereof, Section 3.1(g)(i) (C) shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to such clause on the basis of the number of securities requested to be included by such holders; provided that, insofar as the requisite holders of CDR Securities request a registration pursuant to Section 3.1(a) that would otherwise be subject to pro rata allocation in accordance with this sentence, and unless otherwise consented to by such holders, the FIS Securities included in such registration shall not exceed 50% of the number of securities included in such registration. (iii) If a request for registration pursuant to Section 3.1 is made by the Requisite Percentage of CDR Securitiesholders and (A) the holder or holders of CDR Securities requesting such registration are unable to sell at least 75% of the number of securities they requested to be included therein by virtue of the inclusion of other holders of the Company's securities included in such offering; and (B) the number of FIS Securities included in such registration exceeds 25% of the number of securities included in such registration; then such request for registration shall not be deemed exercised by the holders of the CDR Securities for purposes of Section 3.1(b)(z) but instead shall be deemed exercised by the holders of the FIS Securities for purposes of Section 3.1(b)(z). (iv) If a request for registration pursuant to Section 3.1 is made by the Requisite Percentage of FIS Securitiesholders and (A) the holder or holders of FIS Securities requesting such registration are unable to sell at least 50% of the number of securities they requested to be included therein by virtue of the inclusion of other holders of the Company's securities included in such offering; and (B) the number of CDR Securities included in such registration exceeds 50% of the number of securities included in such registration; then such request for registration shall not be deemed exercised by the holders of the FIS Securities for purposes of Section 3.1(b)(z) but instead shall be deemed exercised by the holders of the CDR Securities for purposes of Section 3.1(b)(z).

Pro Rata Allocation. (i) If any the holders of a majority (by number of shares) of the Registrable Securities for which registration statement made is being requested pursuant to Section 3.1(a2.1(a) involves an underwritten offering and determine, based on consultation with the managing underwriter of such offering (underwriters or, in connection with an offering that which is not underwritten, with an investment banker) shall advise the Company that, in its view, that the number of securities requested to be included sold in any such offering should be limited due to market conditions or otherwise, holders of Registrable Securities proposing to sell their securities in such registration exceeds shall share pro rata in the largest number of securities being offered (as determined by the holders holding a majority (by number of shares) of the Registrable Securities for which registration is being requested in consultation with the managing underwriters or investment banker, as the case may be) and registered for their account, such sharing to be based on the number of Registrable Securities as to which registration was requested by such holders; provided, however, that can be sold in an orderly manner in such offering without adversely affecting the price range of such offering, securities being offered by the Company shall include have first priority in any such registration:. (Aii) first, all In the event that the number of shares of Registrable Securities for which registration is being requested pursuant to Section 2.1(a) exceeds the maximum number of shares permitted to be included in such registration pursuant to Section 3.1(a) or Section 3.1(b2.1(b)(1)(B); (B) second, to the extent that the number of securities to be registered pursuant to clause (A) is less than the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the selling holders of Registrable Securities, securities that the Company proposes to register; and (C) third, if permitted by the holders of Registrable Securities pursuant proposing to Section 3.1(e), any other holders. (ii) The sell their securities to be included in any such registration pursuant to Section 3.1(g)(i)(A) and, except as otherwise contractually required as of the date hereof, Section 3.1(g)(i) (C) shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to such clause on the basis of shall share pro rata in the number of securities requested being offered and registered for their account, such sharing to be included based on the number of Registrable Securities as to which registration was requested by such holders; provided thatprovided, insofar as however, that any securities being offered by the requisite holders of CDR Securities request a registration pursuant to Section 3.1(a) that would otherwise be subject to pro rata allocation Company shall have first priority in accordance with this sentence, and unless otherwise consented to by such holders, the FIS Securities included in such registration shall not exceed 50% of the number of securities included in any such registration. (iii) If a For purposes of determining the pro rata share of EXOR (together with its Affiliates) under this Section 2.1(g) in connection with the first request for registration pursuant to Section 3.1 is made by the Requisite Percentage of Stockholders pursuant to Section 2.1(a) (it being understood that any such request that is later deemed not to have been exercised pursuant to Section 2.1(f), Section 2.3(k) or Section 2.4(b) shall not be counted as such a first request), the parties agree that if the CDR Securitiesholders and Fund (or any of its Affiliates) shall not have requested any of the Registrable Securities held by them to be registered then (A) the holder or holders CDR Fund (together with its Affiliates) shall be deemed to have requested registration of CDR Securities requesting such registration are unable to sell at least 75% all of the number of securities they requested to be included therein Registrable Securities held by virtue of the inclusion of other holders of the Company's securities included in such offering; and CDR Fund (together with its Affiliates) and (B) the number of FIS Registrable Securities included in such registration exceeds 25% of equal to the number of securities included in such registration; then such request for registration shall not be deemed exercised Registrable Securities that CDR Fund (together with its Affiliates) could have registered (after giving effect to any pro rata reduction contemplated by the holders of the CDR Securities for purposes of this Section 3.1(b)(z2.1(g)) but instead shall be deemed exercised by available exclusively to EXOR (together with its Affiliates) for it to register its Registrable Securities as part of such registration (in addition to the holders of the FIS Registrable Securities for purposes of that EXOR (together with its Affiliates) could otherwise register without giving effect to this Section 3.1(b)(z2.1(g)(iii)). (iv) If a request for registration pursuant to Section 3.1 is made by the Requisite Percentage of FIS Securitiesholders and (A) the holder or holders of FIS Securities requesting such registration are unable to sell at least 50% of the number of securities they requested to be included therein by virtue of the inclusion of other holders of the Company's securities included in such offering; and (B) the number of CDR Securities included in such registration exceeds 50% of the number of securities included in such registration; then such request for registration shall not be deemed exercised by the holders of the FIS Securities for purposes of Section 3.1(b)(z) but instead shall be deemed exercised by the holders of the CDR Securities for purposes of Section 3.1(b)(z).

Pro Rata Allocation. (i) If any registration statement made pursuant to Section 3.1(a) involves an underwritten offering and the managing underwriter of such offering (or, in connection with an offering that is not underwritten, an investment banker) shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the largest number that can be sold in an orderly manner in such offering without adversely affecting the price range of such offering, the Company shall include in such registration: (A) first, all shares of Registrable Securities requested to be included in such registration pursuant to Section 3.1(a) or Section 3.1(b); (B) second, to the extent that the number of securities to be registered pursuant to clause (A) is less than the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the selling holders of Registrable Securities, securities that the Company proposes to register; and (C) third, if permitted by the holders of Registrable Securities pursuant to Section 3.1(e), any other holders. (ii) The securities to be included in any such registration pursuant to Section 3.1(g)(i)(A) and, except as otherwise contractually required as of the date hereof, Section 3.1(g)(i) (C) shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to such clause on the basis of the number of securities requested to be included by such holders; provided that, insofar as the requisite holders of CDR Securities request a registration pursuant to Section 3.1(a) that would otherwise be subject to pro rata allocation in accordance with this sentence, and unless otherwise consented to by such holders, the FIS Securities included in such registration shall not exceed 50% of the number of securities included in such registration. (iii) If a request for registration pursuant to Section 3.1 is made by the Requisite Percentage of CDR Securitiesholders and (A) the holder or holders of CDR Securities requesting such registration are unable to sell at least 75% of the number of securities they requested to be included therein by virtue of the inclusion of other holders of the Company's ’s securities included in such offering; and (B) the number of FIS Securities included in such registration exceeds 25% of the number of securities included in such registration; then such request for registration shall not be deemed exercised by the holders of the CDR Securities for purposes of Section 3.1(b)(z) but instead shall be deemed exercised by the holders of the FIS Securities for purposes of Section 3.1(b)(z). (iv) If a request for registration pursuant to Section 3.1 is made by the Requisite Percentage of FIS Securitiesholders and (A) the holder or holders of FIS Securities requesting such registration are unable to sell at least 50% of the number of securities they requested to be included therein by virtue of the inclusion of other holders of the Company's ’s securities included in such offering; and (B) the number of CDR Securities included in such registration exceeds 50% of the number of securities included in such registration; then such request for registration shall not be deemed exercised by the holders of the FIS Securities for purposes of Section 3.1(b)(z) but instead shall be deemed exercised by the holders of the CDR Securities for purposes of Section 3.1(b)(z).