Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company SpinCo and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of SpinCo or any securities other Persons for whom SpinCo is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holders Sell; (if there is any); and ii) second, there shall be excluded from Registrable Securities requested by the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested Parent Group to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities shares requested to be registered; and Class B Shares convertible into Registrable Securities owned by each such Holder(iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of SpinCo) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders case may be, proposes to sell, (if there is any); and ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities and Class B Shares convertible into that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities owned then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all of the Registrable Securities referred to in each case to the extent necessary to reduce the total number of securities to be clause (ii) have been included in such offering to Registration, any other securities eligible for inclusion in such Registration that, in the number recommended by opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and #85967293v11 any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than RBSG and their Affiliates its Subsidiaries that have been requested to be included therein, therein pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of RBSG and its Subsidiaries shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company ESAB and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of ESAB or any securities other Persons for whom ESAB is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holders Sell; (if there is any); and ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been Registrable Securities requested by Enovis to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities shares requested to be registered; and Class B Shares convertible into Registrable Securities owned by each such Holder(iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of ESAB) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be, unless required otherwise by the Other Registration Rights Agreements in such Underwritten Offering: (i) first, all securities of the Company or any other Persons for whom the Company is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by SunEdison to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis; and (iv) forth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Company) on a pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwritersbasis.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Vontier and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Vontier or any other Persons for whom Vontier is effecting the Underwritten Offering, as the case may be, proposes to Sell; (ii) second, Registrable Securities requested by Fortive to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Vontier) on a pro rata basis calculated based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number recommended by the managing underwriter or underwritersregistered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Envista and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Envista or any other Persons for whom Envista is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Xxxxxxx to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Envista) on a pro rata basis calculated based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number recommended by the managing underwriter or underwritersregistered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Kyndryl and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Kyndryl or any securities other Persons for whom Kyndryl is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holders Sell; (if there is any); and ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been Registrable Securities requested by IBM to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities shares requested to be registered; and Class B Shares convertible into Registrable Securities owned by each such Holder(iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of Kyndryl) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned requested to be included in such Underwritten Offering by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters underwriter(s) of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders Filtration in writing that, in its or their reasonable opinion, that the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities Filtration or any securities other Persons for whom Filtration is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holders sell; (if there is any); and ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Registrable Securities requested by Cummins, (iii) third, Registrable Securities requested by all other Holders and their Affiliates that have been requested to be included therein, in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities shares requested to be Registered; and Class B Shares convertible into Registrable Securities owned by each such Holder(iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering to Underwritten Offering on a pro rata basis calculated based on the number recommended of shares requested to be Registered as determined by the managing underwriter or underwritersFiltration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Common Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than the Founding Shareholder and their its Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of the Founding Shareholder and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Vontier and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Vontier or any other Persons for whom Vontier is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Fortive to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, Vontier) on a pro rata basis calculated based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number recommended by the managing underwriter or underwritersregistered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders a Holder in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than securityholder, including such Holder, that have been requested to be included therein pursuant to piggyback registration rights (including this Section 2.2), pro rata based on the Holders (if there is any)number of securities owned by such selling securityholder; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates selling securityholders, including such Holder, that have been originally requested to be included thereinthe Underwritten Offering, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities securities owned by each such Holder, in each case selling securityholder to the extent necessary to reduce there is more than one such initiating selling securityholder; and finally, there shall be excluded from the total number of Underwritten Offering any securities to be included in such offering to sold for the number recommended by account of the managing underwriter or underwritersCompany.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend intended to include be included in such Underwritten Offering exceeds the number which that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than CICL and their its Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of CICL and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is anyother than Holders who requested such Registration); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than RBSG and their Affiliates its Subsidiaries that have been requested to be included therein, therein pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of RBSG and its Subsidiaries shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than securityholder, including the Holders Holders, that have been requested to be included therein pursuant to piggyback registration rights (if there is anyincluding this Section 2.03), pro rata based on the number of securities owned by such selling securityholder; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates selling securityholders, including the Holders, that have been originally requested to be included thereinthe Underwritten Offering, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities securities owned by each such Holder, in each case selling securityholder to the extent necessary to reduce there is more than one such initiating selling securityholder; and finally, there shall be excluded from the total number of Underwitten Offering any securities to be included in such offering to sold for the number recommended by account of the managing underwriter or underwritersCompany.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any)Holders; and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, therein pro rata based on the number of Registrable Securities and Class B Ordinary Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Veralto and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold Sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect and the securities to be included in the following order of priority: first, there shall be excluded from the Underwritten Offering shall be (i) first, all securities of Veralto or any securities other Persons for whom Veralto is effecting the Underwritten Offering, as the case may be, proposes to be sold for the account of any selling securityholder other than the Holders Sell; (if there is any); and ii) second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been Registrable Securities requested by Xxxxxxx to be included thereinin such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of Registrable Securities shares requested to be registered; and Class B Shares convertible into Registrable Securities owned by each such Holder(iv) fourth, in each case to the extent necessary to reduce the total number of all other securities requested and otherwise eligible to be included in such offering Underwritten Offering (including securities to be Sold for the account of Veralto) on a pro rata basis calculated based on the number recommended by the managing underwriter or underwritersof shares requested to be registered.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to such number that can be sold for without such adverse effect and the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in the Underwritten Offering shall be (i) first, all securities the Company proposes to offer for its own account in the Underwritten Offering; (ii) second, Registrable Securities requested by AT&T to be included in such offering Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to the number recommended by the managing underwriter or underwritersbe included in such Underwritten Offering on a pro-rata basis; and (iv) fourth, any other securities eligible for inclusion in such Underwritten Offering on a pro-rata basis.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder Holders and any other Persons intend to include in such Underwritten Offering offering exceeds the number which can be sold in such Underwritten Offering offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering Registration shall be reduced in the following order of priority: (i) first, there shall be excluded from 100% of the Underwritten Offering securities that the Company or (subject to Section 2.07) any securities to be sold for the account of any selling securityholder Person (other than a Holder) exercising a contractual right to demand Registration, as the Holders case may be, proposes to sell, (if there is any); and ii) second, there shall be excluded from and only if all the Underwritten Offering any securities referred to be sold for the account of Holders and their Affiliates that in clause (i) have been requested to be included thereinincluded, pro rata based on the number of Registrable Securities and Class B Shares convertible into that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities owned then held by each such HolderHolder (provided, that any securities thereby allocated to a Holder that exceed such Hxxxxx’s request shall be reallocated among the remaining requesting Holders in each case like manner), and (iii) third, and only if all of the Registrable Securities referred to the extent necessary to reduce the total number of securities to be in clause (ii) have been included in such offering to Registration, any other securities eligible for inclusion in such Registration that, in the number recommended by opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.