Common use of Priority on Primary Piggyback Registrations Clause in Contracts

Priority on Primary Piggyback Registrations. If the Company registers Registerable Securities pursuant to clauses (i) or (ii) of Section 3(a) and the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in an Underwritten Offering in connection with such Registration Statement exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Class A Common Stock proposed to be sold in such offering), the Company shall include in such offering: (i) first, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any, and (ii) second, all Registerable Securities requested to be included by the Xxxxx Holders and each Management Member, as applicable, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each, (iii) third, all Registerable Securities requested to be included by all Holders other than the Xxxxx Holders and the Management Members, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each such Holder.

Priority on Primary Piggyback Registrations. If the Company registers Registerable Securities pursuant to clauses (i) or (ii) of Section 3(a) and the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in an Underwritten Offering in connection with such Registration Statement exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Class A Common Stock proposed to be sold in such offering), the Company shall include in such offering: (i) first, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any, and (ii) second, all Registerable Securities requested to be included by the Xxxxx Holders each of Advent, Fifth Third and each Management MemberFTPS Partners or any Significant Transferee, as applicable, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in Beneficially Owned by each such registration by eachHolder, respectively, (iii) third, all Registerable Securities requested to be included by JPDN, and (iv) fourth, all Registerable Securities requested to be included by all Holders other than the Xxxxx Holders and the Management MembersAdvent, Fifth Third, FTPS Partners, JPDN or any Significant Transferee, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration Beneficially Owned by each such Holder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company registers Registerable Securities pursuant to clauses (i) or (ii) of Section 3(a) and the managing underwriters advise the Company that, and the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) that in their opinion, opinion the number of Registerable Securities Shares proposed to be included in an Underwritten Offering in connection with such Registration Statement offering exceeds the number of Registerable Securities that Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of such the offering (including the price per share of the Class A Common Stock Shares proposed to be sold in such offering), the Company shall include in such offering: registration and offering (i) first, up to the number of Registerable Securities to be issued and sold by Shares that the Company in such offering, if anyproposes to sell, and (ii) second, all Registerable Securities the number of Shares requested to be included therein by holders of Shares, including the Xxxxx Holders Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of Shares requested to be included therein by all such holders or as such holders and each Management Memberthe Company may otherwise agree (with allocations among different classes of Shares, as applicableif more than one are involved, to be determined on a pro rata basis determined based on the total number of Registerable Securities so Shares requested to be included in such registration by each, (iii) third, all Registerable Securities requested offering without giving effect to be included by all Holders other than the Xxxxx Holders and the Management Members, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each such Holderreduction).

Priority on Primary Piggyback Registrations. If the Company registers Registerable Securities pursuant to clauses (i) or (ii) of Section 3(a4(a) and the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in an Underwritten Offering in connection with such Registration Statement exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Class A Common Stock Units proposed to be sold in such offering), the Company shall include in such offering: (i) first, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any, and (ii) second, all Registerable Securities requested to be included by the Xxxxx Holders each of Advent, Fifth Third and each Management MemberFTPS Partners, as applicable, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration Beneficially Owned by eacheach of Advent, Fifth Third and FTPS Partners, respectively, (iii) third, all Registerable Securities requested to be included by JPDN, and (iv) fourth, all Holders Registerable Securities requested to be included by all holders other than the Xxxxx Holders Advent, JPDN, Fifth Third and the Management Members, FTPS Partners on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration Beneficially Owned by each such Holderholder.