Common use of Priority in Requested Registration Clause in Contracts

Priority in Requested Registration. If a registration under this Section 2.1 involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) that the number of Registrable Shares sought to be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include in such registration statement such number of shares of Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) first, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares requested to be included in such registration by such other Stockholders, and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holder.

Priority in Requested Registration. If a registration under this requested pursuant to Section 2.1 2(a) hereof involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) each Selling Holder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) first, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders beneficially owning at least a majority of the shares of Registrable Common Stock requested to be included in such other Stockholdersregistration to be acceptable to such Selling Holders (such writing to state the basis of such opinion and the approximate number of securities which the managing underwriter believes may be included in such offering without such effect), then the Company shall include in such registration, to the extent of the number of shares which the Company is so advised the managing underwriter believes can be sold in such offering, (i) first, all Registrable Common Stock requested to be registered pursuant to Section 2(a) pro rata among the Selling Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holders, (ii) second, securities that the Company proposed to issue and sell for its own account and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stockother securities, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holder.

Priority in Requested Registration. If a registration under this Section 2.1 involves an underwritten Public Offering, and the managing underwriter of such an underwritten Public Offering offering pursuant to Section 2(a) shall advise the Company (in good faith and in writing (with a copy to the Registration Demanding Stockholders) that the number of Registrable Shares sought to be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offeringwhich case, the Company may elect shall use reasonable efforts to advise the Selling Holders) that, in its judgment, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a price range acceptable to the Company and the Selling Holders owning at least a majority of the shares of Registrable Common Stock covered by such registration, then the Company shall include in such registration statement such pursuant to Section 2(a), to the extent of the number and type of shares of Common Stock as securities which the Company is so advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: offering, (i) first, all Registrable Common Stock requested to be registered by the Selling Holders pursuant to Section 2(a) hereof, pro rata among the Selling Holders on the basis of the number of shares of Registrable Shares being sold for the account of Cadence Bancorp, LLCCommon Stock requested to be registered by all such Selling Holders, (ii) second, all Permitted Securities requested to be registered by the holders of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting StockholderPermitted Securities, pro rata among such other Stockholders based the holders of Permitted Securities on the basis of the number of Registrable Shares Permitted Securities requested to be included in registered by all such registration by such other Stockholders, holders of Permitted Securities and (iii) third, to the extent securities that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to issue and sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holderaccount.

Priority in Requested Registration. If a registration under this Section 2.1 3(a) hereof involves an underwritten Public Offeringpublic offering, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) each Holder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration to be acceptable to such Selling Holders, the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) firstoffering, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares Common Stock requested to be included in such registration by such other Stockholders, and (iii) third, to the extent that the number of Registrable Shares to be included in the registration registered pursuant to clause (iiSection 3(a) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sellhereof, pro rata among the Company and such Other Selling Holders based on the basis of the number of shares of Registrable Shares proposed Common Stock requested to be included registered by all such holders, and no other shares of Common Stock, whether to be sold by the Company and requested to be included by such Other Holderor any other Person.

Priority in Requested Registration. If a registration under this Section 2.1 3(a) hereof involves an underwritten Public OfferingOffering or if an underwritten Public Offering is being effected pursuant to a shelf registration statement, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholderseach Selling Holder requesting that Registrable Common Stock be included in such underwritten offering) that the number of Registrable Shares sought to be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offeringthat, in its opinion, the Company may elect to include in such registration statement such number of shares of Registrable Common Stock as requested to be included in such underwritten offering exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders owning at least a majority of the shares of Registrable Common Stock requested to be included in such underwritten offering to be acceptable to such Selling Holders, the Company shall include in such underwritten offering, to the extent of the number and type of securities which the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) firstoffering, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting StockholderCommon Stock requested to be included, pro rata among such other Stockholders based on the number of Registrable Shares Selling Holders requested to be included in such registration by such other Stockholders, and (iii) third, to underwritten offering on the extent that basis of the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number shares of Registrable Shares proposed to be included by the Company and Common Stock requested to be included by all such Other HolderSelling Holders, and no other shares of Common Stock, whether to be sold by the Company or any other Person.

Priority in Requested Registration. If a registration under this Section 2.1 2 hereof involves an underwritten Public Offeringpublic offering, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) each Holder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration to be acceptable to such Selling Holders, the Company shall include in such registration, to the extent of the number of shares of Registrable Common Stock which the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) firstoffering, all Registrable Common Stock requested to be registered pursuant to Section 2(a) hereof, allocated PRO RATA among the Selling Holders on the basis of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of shares of Registrable Shares Common Stock requested to be included in registered by all such registration by such other StockholdersHolders, and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number no other shares of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed whether to be included sold by the Company and requested to be included by such Other Holderor any other Person.

Priority in Requested Registration. If a registration under this Section 2.1 3 hereof involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) each Selling Holder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders (excluding Management Holders) owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration (excluding shares held by Management Holders) to be acceptable to such Selling Holders, the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) firstoffering, all of Registrable Common Stock requested to be registered pursuant to Section 3(a) hereof, PRO RATA among the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares Selling Holders requested to be included in such registration by such other Stockholders, and (iii) third, to on the extent that basis of the number of shares of Registrable Shares Common Stock requested to be included in the registration pursuant to clause (ii) is less than the Maximum Numberregistered by all such Selling Holders, such number and no other shares of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed whether to be included sold by the Company and requested to be included by such Other Holderor any other Person.

Priority in Requested Registration. If a registration under this Section 2.1 involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) each Selling Shareholder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Shareholders owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration to be acceptable to such Selling Shareholders, the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised can be sold in such offering without such an effect (the “Maximum Number”offering, all Registrable Common Stock requested to be registered pursuant to Section 2.1(a) as follows and in the following order of priority: hereof, (i) first, all of the shares of Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares Common Stock being sold for the accounts of any other Registration the Demanding Stockholder and any other Piggyback Requesting StockholderShareholders, pro rata among such other Stockholders Demanding Shareholders based on the number of shares of Registrable Shares Common Stock requested to be included in such registration by such Demanding Shareholders, and (ii) second, pro rata among the Selling Shareholders (other Stockholdersthan the Demanding Shareholders) who request their shares of Registrable Common Stock to be included in such registration pursuant to Section 2.1(a) on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Shareholders, and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other HolderCompany.

Priority in Requested Registration. If a registration under this Section 2.1 3(a) hereof involves an underwritten Public OfferingOffering or if an underwritten Public Offering is being effected pursuant to a shelf registration statement, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and Issuers in writing (with a copy to each Selling Holder requesting that Registrable Notes be included in such underwritten offering) that, in its opinion, the Registration Demanding Stockholders) that the number aggregate principal amount of Registrable Shares sought Notes requested to be registered included in such underwritten offering exceeds the aggregate principal amount of Receivable Notes that can be sold in such offering within a price range stated to such managing underwriter by the Stockholders is reasonably expected to adversely affect the price or success Selling Holders owning at least a majority of the offeringaggregate principal amount of Registrable Notes requested to be included in such underwritten offering to be acceptable to such Selling Holders, the Company may elect to Issuers shall include in such registration statement such underwritten offering, to the extent of the number and type of shares of Common Stock as securities which the Company is Issuers are advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) firstoffering, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting StockholderNotes requested to be included, pro rata among such other Stockholders based on the number of Registrable Shares Selling Holders requested to be included in such registration by such other Stockholders, and (iii) third, to underwritten offering on the extent that basis of the number aggregate principal amount of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and Notes requested to be included by all such Other HolderSelling Holders, and no other Registrable Notes, whether to be sold by the Issuers or any other Person.

Priority in Requested Registration. If a registration under this requested pursuant to Section 2.1 2(a) or Section 3(a) hereof involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) each Selling Holder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) first, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders (excluding Management Holders) beneficially owning at least a majority of the shares of Registrable Common Stock requested to be included in such other Stockholdersregistration (excluding shares held by Management Holders) to be acceptable to such Selling Holders (such writing to state the basis of such opinion and the approximate number of securities which the managing underwriter believes may be included in such offering without such effect), then the Company shall include in such registration, to the extent of the number of shares which the Company is so advised the managing underwriter believes can be sold in such offering, (i) first, all Registrable Common Stock requested to be registered pursuant to Section 2(a) or Section 3(a), pro rata among the Selling Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holders, (ii) second, if additional shares may be sold based on the opinion of the managing underwriter, then securities that the Company proposed to issue and sell for its own account and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stockother securities, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holder.

Priority in Requested Registration. If a registration under this requested pursuant to Section 2.1 2(a) or Section 3(a) hereof involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) Table of Contents each Selling Holder requesting that the number of Registrable Shares sought to Common Stock be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include included in such registration statement such statement) that, in its opinion, the number of shares of Registrable Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) first, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders beneficially owning at least a majority of the shares of Registrable Common Stock requested to be included in such other Stockholdersregistration to be acceptable to such Selling Holders (such writing to state the basis of such opinion and the approximate number of securities which the managing underwriter believes may be included in such offering without such effect), then the Company shall include in such registration, to the extent of the number of shares which the Company is so advised the managing underwriter believes can be sold in such offering, (i) first, all Registrable Common Stock requested to be registered pursuant to Section 2(a) or Section 3(a), pro rata among the Selling Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holders, (ii) second, if additional shares may be sold based on the opinion of the managing underwriter, then securities that the Company proposed to issue and sell for its own account and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stockother securities, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holder.