Common use of Priority of Registration Clause in Contracts

Priority of Registration. If the Managing Underwriter of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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).

Priority of Registration. If the Managing Underwriter of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing UnderwriterUnderwriter or Underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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).

Priority of Registration. If the Managing Underwriter Underwriter(s) of any proposed Underwritten Offering advises the Partnership Company that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Units shares of Common Stock that such Managing Underwriter Underwriter(s) advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Company unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, Holders who initiated the Underwritten Offering and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing UnderwriterUnderwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership Company if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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).

Priority of Registration. If the Managing Underwriter Underwriter(s) of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter Underwriter(s) advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing UnderwriterUnderwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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) if there remains availability for additional Common Units to be included in such registration, third, pro rata among all other holders of Common Units who may be seeking to register such Common Units based on the number of Common Units such holder is entitled to include in such registration.

Priority of Registration. If the Managing Underwriter Underwriter(s) of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter Underwriter(s) advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing UnderwriterUnderwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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).

Priority of Registration. If the Managing Underwriter Underwriter(s) of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter Underwriter(s) advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing UnderwriterUnderwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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) if there remains availability for additional Common Units to be included in such registration, third pro rata among all other holders of Common Units who may be seeking to register such Common Units based on the number of Common Units such holder is entitled to include in such registration.

Priority of Registration. If the Managing Underwriter of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities 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).

Priority of Registration. If the Managing Underwriter Underwriter(s) of any proposed Underwritten Offering advises the Partnership EVA that the total amount of Registrable Securities that the Selling 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 an adverse effect in any material respect on the price, timing or distribution of the Common Units EVA Securities offered or the market for the Common UnitsEVA Securities, then the Common Units EVA Securities to be included in such Underwritten Offering shall include the number of Units EVA Securities that such Managing Underwriter Underwriter(s) advises the Partnership EVA can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership EVA unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders pro rata based on the number of Registrable Securities requested to be included in such Underwritten Offering by the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing UnderwriterUnderwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Partnership EVA if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities then held requested to be included in such Underwritten Offering 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).