Common use of Priority on Underwritten Shelf Takedowns Clause in Contracts

Priority on Underwritten Shelf Takedowns. If, in conjunction with a Shelf Takedown conducted as an Underwritten Offering, 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 Shelf Takedown 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, all Registerable Securities requested to be included by each of Advent, Fifth Third and FTPS Partners or any Significant Transferee, on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such Holder, respectively, (ii) second, all Registerable Securities requested to be included by JPDN, (iii) third, all Registerable Securities requested to be included by all Holders other than Advent, Fifth Third, FTPS Partners, JPDN or any Significant Transferee on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such Holder and (iv) fourth, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any.

Priority on Underwritten Shelf Takedowns. If, in conjunction with a Shelf Takedown conducted as an Underwritten Offering, 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 Shelf Takedown 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, . all Registerable Securities requested to be included by the Xxxxx Holders and each of Advent, Fifth Third and FTPS Partners or any Significant TransfereeManagement Member, on a pro rata basis determined based on the number of Registerable Securities Beneficially Owned so requested to be included in such registration by each such Holder, respectivelyeach, (ii) second, all Registerable Securities requested to be included by JPDN, (iii) third, . all Registerable Securities requested to be included by all Holders other than Advent, Fifth Third, FTPS Partners, JPDN the Xxxxx Holders or any Significant Transferee the Management Members on a pro rata basis determined based on the number of Registerable Securities Beneficially Owned so requested to be included in such registration by each such Holder and (iviii) fourththird, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if anyany (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement}.

Priority on Underwritten Shelf Takedowns. If, in conjunction with a Shelf Takedown conducted as an Underwritten Offering, 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 Shelf Takedown 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, all Registerable Securities requested to be included by the Xxxxx Holders and each of Advent, Fifth Third and FTPS Partners or any Significant TransfereeManagement Member, on a pro rata basis determined based on the number of Registerable Securities Beneficially Owned so requested to be included in such registration by each such Holder, respectivelyeach, (ii) second, all Registerable Securities requested to be included by JPDN, (iii) third, all Registerable Securities requested to be included by all Holders other than Advent, Fifth Third, FTPS Partners, JPDN the Xxxxx Holders or any Significant Transferee the Management Members on a pro rata basis determined based on the number of Registerable Securities Beneficially Owned so requested to be included in such registration by each such Holder and (iviii) fourththird, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if anyany (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement).

Priority on Underwritten Shelf Takedowns. If, in conjunction with a Shelf Takedown conducted as an Underwritten Offering, 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 Shelf Takedown 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, all Registerable Securities requested to be included by each of Advent, Fifth Third and FTPS Partners or any Significant Transferee, on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such HolderAdvent, Fifth Third and FTPS Partners, respectively, (ii) second, all Registerable Securities requested to be included by JPDN, (iii) third, all Registerable Securities requested to be included by all Holders holders other than Advent, JPDN, Fifth Third, Third and FTPS Partners, JPDN or any Significant Transferee Partners on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such Holder holder and (iv) fourth, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any.