Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold by such Holder or securities requested to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested to be sold then held by each such Holder or (provided that any securities requested thereby allocated to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to Holder that exceed such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion '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 clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the participating Holders in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company proposes Issuer or (subject to sellSection 2.07(a)) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested then held by each such Holder; provided, that any securities thereby allocated to be sold by such a Holder or securities requested to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to that exceed such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion 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 clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested to be sold then held by each such Holder or (provided that any securities requested thereby allocated to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to Holder that exceed such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion 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 clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) allocated in accordance with Section 2.01(h) if such Registration was initiated pursuant to Section 2.01 or (ii) (A) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company proposes to sellIssuer, (iiB) second, and only if all the securities referred to in clause EXHIBITS TO TRANSUNION MAJOR STOCKHOLDERS’ AGREEMENT (iii)(A) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the GS Holders, the Advent Holders and Existing Holders (subject to Section 2.03(e)) the Key Individuals that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold by reallocated among such Holder or securities requested to be sold by such Existing Holder, as applicableremaining requesting Holders in like manner, and (y) a number of such shares equal to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion and (iiiC) third, and only if all of the Registrable Securities referred to in clause (iiii)(B) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering of Registrable Securities Underwritten Offering included in a Piggyback Registration informs determine that that the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to shall include in such offering exceeds Registration Statement only such number of Registrable Securities and other securities as such underwriters have advised the number that Company can be sold in such offering without being likely such adverse effect, to have a significant adverse effect on be allocated in the price, timing or distribution following manner: (i) in cases initially involving the registration for sale of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be Company’s own account: (iA) first, one hundred percent (100%) of the securities that the Company proposes to sell, sell for its own account; (iiB) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included in such offering by the other Holders and securities of the same class of the Company requested to be included by Existing Holders thatInvestor; (C) third, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold included in such offering by such Holder or securities requested to be sold by such Existing Holder, as applicable, any other stockholders holding registration rights; and (yD) a number of such shares equal to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities securities referred to in clause clauses (iiA) through (B) have been included in such Registrationregistration, any other securities eligible for inclusion in such Registrationregistration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B).

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Marcus in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by Marcus or any Person (other than a Holder) exercising a contractual right to demand Registration, as the Company case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders Shares that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested to be sold Shares then held by each such Holder or (provided that any securities requested thereby allocated to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to Holder that exceed such Holder’s or Existing Holder’srequest shall be reallocated among the remaining requesting Holders in like manner), as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities Shares referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effecteffect in such Registration, with which such number to shall be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested to be sold then held by each such Holder or (provided, that any securities requested thereby allocated to a Holder that exceed such Xxxxxx’s request shall be sold by such Existing Holderreallocated among the remaining requesting Holders in like manner), as applicable, and (y) a number of such shares equal to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company Radio and the participating Holders in writing that, in its or their opinion, the number of securities that of such Holders class which such Holder and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent all securities of Radio and any other Persons (100%other than Radio’s executive officers and directors) of for whom Radio is effecting the securities that Registration, as the Company case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same such class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities of such class requested to be sold by such Holder or securities requested to be sold by included in such Existing Holder, as applicable, and sale (y) provided that any securities thereby allocated to a number of such shares equal to Holder that exceed such Holder’s or Existing Holder’srequest shall be reallocated among the remaining requesting Holders in like manner), as applicablesubject to any superior contractual rights of other holders, Piggyback Pro Rata Portion and (iii) third, the number of securities of executive officers and only if all of directors for whom Radio is effecting the Registrable Securities referred Registration, as the case may be, with such number to in clause be allocated pro rata among the executive officers and directors, and (iiiv) have been included in such Registrationfourth, any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as Radio and those holders may agree.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) of the securities that the Company Issuer or (subject to Section 6.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, but in any event, subject to the H&F Priority Sell-Down, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested to be sold included therein then held by each such Holder or securities requested to be sold by such Existing Holder, as applicablebut in any event, and (y) a number of such shares equal subject to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion the H&F Priority Sell-Down and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration, but in any event, subject to the H&F Priority Sell-Down.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such 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 Registration shall be (i) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company proposes Issuer or (subject to sellSection 2.07) any Person (other than a holder) exercising a contractual right to demand Registration, as the case may be, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested then held by each such Holder; provided, that any securities thereby allocated to be sold by such a Holder or securities requested to be sold by such Existing Holder, as applicable, and (y) a number of such shares equal to that exceed such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion 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 clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (a) If the registration or Public Offering referred to in the first sentence of Section 2.3.1 is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Stockholders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders Stockholders and any other Persons intend to include in such offering Piggyback Registration exceeds the number that which can be sold in such 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 Piggyback Registration shall be (i) first, one hundred percent (100%) % of the securities that proposed to be sold in such Piggyback Registration by the Company or (subject to Section 5.07) any Person (other than a Stockholder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Existing Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders and Existing Holders Stockholders that have requested to participate in such Registration based on an amount equal to the lesser of (x) the relative number of such Registrable Securities requested then held by each such Stockholder (provided that any securities thereby allocated to a Stockholder that exceed such Stockholder’s request shall be sold by such Holder or securities requested to be sold by such Existing Holder, as applicable, and (yreallocated among the remaining requesting Stockholders in like manner) a number of such shares equal to such Holder’s or Existing Holder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.