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, acting in good faith, advise the Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting in good faith, Offering for Other Holders advise the Company Partnership that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Common Stock Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company Partnership can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting Offering of Common Units included in good faith, advise the Company a Piggyback Registration advises TLP that the total amount of Registrable Securities that Common Units which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being reasonably likely to have an adverse effect on the price, timing price or distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Common Stock Units to be included in such Underwritten Offering shall include be reduced to equal the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company advises TLP can be sold without having such adverse effect, with such number reduction to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback RegistrationHolders).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting Offering of shares of Common Stock included in good faith, a Piggyback Registration advise the Company that the total amount shares of Registrable Securities that Common Stock which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders Holders”) who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering, acting in good faith, Offering for Other Holders advise the Company Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Common Stock Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters underwriters advise the Company Partnership can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (Ai) the number of shares of Common Stock Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (Bii) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting Offering of Common Stock included in good faith, advise the Company a Piggyback Registration advises Crosstex that the total amount of Registrable Securities that Common Stock which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company advises Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders Holders”) who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting in good faith, advise the Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock Shares offered or the market for the Common StockShares, then the Common Stock Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of shares of Common Stock Shares proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting Offering of shares of Common Stock included in good faith, advise the Company a Piggyback Registration advises Crosstex that the total amount shares of Registrable Securities that Common Stock which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the shares of Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advise the Company advises Crosstex can be sold without having such adverse effect, with such number to be allocated (i) first, to Crosstex and (ii) second, pro rata among the Selling Holders Holders, and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders Holders”) who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters underwriters of any proposed Underwritten Offering, acting Offering of shares of Common Stock included in good faith, advise a Piggyback Registration advises the Company that the total amount of Registrable Securities that shares of Common Stock which the Selling Holders and any Other Holders other Persons (other than the Company) intend to include in such offering exceeds the number that which can be sold in such offering without being likely to or would have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be offered or the market for the Common Stockin such Underwritten Offering, then the shares of Common Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise underwriters advises the Company can be sold without having such adverse effect, with such number to . Such shares of Common Stock shall be allocated pro rata among the Selling Holders and the Other Holders any other Persons who possess registration rights who have requested such Underwritten Offering or participation in the Piggyback Registration ("Other Holders") (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock or other capital stock of the Company proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of shares of Common Stock such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting Offering of shares of Common Stock included in good faith, advise a Piggyback Registration advises the Company that the total amount shares of Registrable Securities that Common Stock which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advise advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the Other Holders date of this Agreement who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holderother Person, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder other Person in such offering offering; by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders such other Persons in the Piggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting Offering of Common Shares included in good faith, advise the Company a Piggyback Registration advises Matador that the total amount of Registrable Securities that Common Shares which the Selling Holders and any Other Holders other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Stock Shares offered or the market for the Common StockShares, then the Common Stock Shares to be included in such Underwritten Offering shall include the number of Registrable Securities Common Shares that such Managing Underwriter or Underwriters advise the Company advises Matador can be sold without having such adverse effect, with such number to be allocated (i) first, to Matador and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders Holders”) who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock Shares proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (B) the aggregate number of shares of Common Stock Shares proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).