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 advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership shall include the number of Class A Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata (A) among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offer.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Units Unit Registrable Securities offered or the market for the Class A Common Units, then the Partnership shall include the number of Class A Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such material adverse effect, with such number to be allocated (i) in the case of the Stonepeak Priority UW Request, (A) first, to Stonepeak and to any other Holders who are exercising piggyback rights pursuant to this Section 2.02 as designated by Stonepeak in such amounts as are designated by Stonepeak, and (B) second, pro rata among the Partnership or such other Person(s) initiating such Underwritten OfferingHolders who are exercising piggyback rights pursuant to this Section 2.02; and (ii) secondin all other cases, pro rata (A) among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offer).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering advise the Partnership that the total amount offering of Common Unit Registrable Securities included in a Piggyback Registration informs the Company and participating Holders of Registrable Securities 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 material significant adverse effect on the price, timing or distribution of the Class A Common Units securities offered or the market for the Class A Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) 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 Class A Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such material adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (iprovided 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) firstand (iii) third, and only if all of the Registrable Securities referred to the Partnership or such other Person(s) initiating such Underwritten Offering; and in clause (ii) second, pro rata (A) among the Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Holder have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerRegistration.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit Registrable Securities that included in a Piggyback Registration informs the Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities 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 material significant adverse effect on the price, timing or distribution of the Class A Common Units securities offered or the market for the Class A Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) allocated in accordance with Section 2.01(h) if such Registration was initiated pursuant to Section 2.01 or (ii) (A) first, 100% of the securities proposed to be sold in such Registration by the Issuer, (B) second, and only if all the securities referred to in clause (ii)(A) have been included, the number of Class A Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such material adverse effect, with such number to be allocated (i) firstpro rata among the GS Holders, to the Partnership or such other Person(s) initiating such Underwritten Offering; Advent Holders and (iisubject to Section 2.03(e)) second, pro rata (A) among the Holders who Key Individuals that have requested to participate in such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for Registration based on the relative number of Registrable Securities then held by each such Holder; provided, on that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among such remaining requesting Holders in like manner, and (C) third, only if all of the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed referred to be sold by such Holder in clause (ii)(B) have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerRegistration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership shall include the number of Class A Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating Common Units proposed to be included in such Underwritten Offering; Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders shall be determined as if all such Holders were exercising piggyback registration rights in the following clause, and (ii) second, pro rata (A) among the Holders Persons who requested are exercising piggyback registration rights related to such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities Units proposed to be sold by such Holder in such offering Underwritten Offering by (y) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders and by any other Persons exercising pari passu piggyback registration rights in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerUnderwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Common Unit Registrable Securities that the Other Holders and any Tag-Along Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership shall include in such offering, to the extent of the total number of Class A Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such material adverse effecteffect (the “Piggyback Registration Cap”), with such number to be allocated Registrable Securities in the following priority: (i) firstFirst, the Registrable Securities requested to be included by the Other Holders in connection with such offering; and (ii) Second, to the Partnership or extent that the number of Registrable Securities to be included in such other Person(soffering pursuant to Section 2.02(b)(i) initiating such Underwritten Offering; and (ii) secondis less than the Piggyback Registration Cap, pro rata (A) among the Registrable Securities requested to be included by the Tag-Along Holders who requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 2.02; the securities requested to be included pursuant to this Section 2.02(b)(ii) shall be allocated pro rata among the Tag-Along Holders (in each case, based, for each such Tag-Along Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities Units proposed to be sold by such Tag-Along Holder in such offering by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Tag-Along Holders in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerPiggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership shall include the number of Class A Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating Common Units proposed to be included in such Underwritten Offering; Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders shall be determined as if all such Holders were exercising piggyback registration rights in the following clause, and (ii) second, pro rata (A) among the Holders Persons who requested are exercising piggyback registration rights related to such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, 011958-1172-15614-Active.21674870.15 for each such Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities Units proposed to be sold by such Holder in such offering Underwritten Offering by (y) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders and by any other Persons exercising pari passu piggyback registration rights in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerUnderwritten Offering).

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in a Piggyback Registration advises Copano Energy that the total amount of Common Unit Registrable Securities that Holders Units which the selling Existing Investors and any other Persons intend to include in such offering Underwritten Offering exceeds the number that which can be sold in such offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include all of the Common Units that Copano Energy intends to include in such Underwritten Offering, plus the number of Class A Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Copano Energy can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata (A) among the Holders selling Existing Investors who have requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 participation in the Piggyback Registration (in each case, based, for each such Holderselling Existing Investor, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities proposed to be sold by such Holder selling Existing Investor in such offering offering; by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Holders the selling Existing Investors and any other Persons participating in the Piggyback Registration to be included in such offering) ). Notwithstanding the foregoing, if the registration statement was filed to meet the requirements of Section 6.03(a), then the Registration Rights Group that requested such registration shall have priority over Copano Energy and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of any other selling Existing Investors in determining the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerthat may be included in such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in a Piggyback Registration advises K-Sea that the total amount of Common Unit Registrable Securities that Units which the Selling 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 material an adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include the number of Class A Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises K-Sea can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata (A) among the Selling Holders and any other Persons who are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 participation in the Piggyback Registration (in each case, based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering offering; by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Selling Holders and all Other Holders in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerPiggyback Registration).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit Registrable Securities that included in a Piggyback Registration informs the Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities 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 material significant adverse effect on the price, timing or distribution of the Class A Common Units securities offered or the market for the Class A Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, one hundred percent (100%) of the securities that the 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 Class A Common Units that Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata (A) among the Holders who that have requested to participate in such Underwritten Offering or are exercising piggyback rights pursuant Registration based on the relative number of Registrable Securities requested to this Section 2.02 (in each case, based, for be included therein then held by each such Holder, on but in any event, subject to the percentage derived by dividing H&F Priority Sell-Down and (xiii) third, and only if all of the number of Common Unit Registrable Securities proposed referred to be sold by such Holder in clause (ii) have been included in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders Registration, any other securities eligible for inclusion in such offering) and (B) Registration, but in any event, subject to the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerH&F Priority Sell-Down.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit a class of Registrable Securities that included in a Piggyback Registration informs Radio and Holders in writing that, in its or their opinion, the number of securities of such 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 material an adverse effect on the price, timing or distribution of the Class A Common Units securities offered or the market for the Class A Common Unitssecurities offered, then the Partnership securities to be included in such Registration shall include be (i) first, all securities of Radio and any other Persons (other than Radio’s executive officers and directors) for whom Radio is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of Class A Common Units that Registrable Securities of such Managing Underwriter class that, in the opinion of such managing underwriter or Underwriters advise the Partnership underwriters, can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata (A) among the Holders who that have requested to participate in such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 (in each case, based, for each such Holder, Registration based on the percentage derived by dividing (x) the relative number of Common Unit Registrable Securities proposed to be sold of such class requested by such Holder to be included in such offering by sale (y) provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the aggregate number of Common Unit Registrable Securities proposed to be sold by all remaining requesting Holders in such offeringlike manner), subject to any superior contractual rights of other holders, (iii) and (B) the Other Holders who are exercising piggyback rightsthird, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended of executive officers and directors for whom Radio is effecting the Registration, as the case may be, with such number to be offered by allocated pro rata among the executive officers and directors, and (iv) fourth, any other securities eligible for inclusion in such Other Holders than Registration, allocated among the fraction holders of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offersuch securities in such proportion as Radio and those holders may agree.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership Company that the total amount of Common Unit 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 a material an adverse effect on the price, timing or distribution of the Class A Common Units offered or the market for the Class A Common Units, then the Partnership Common Units to be included in such Underwritten Offering shall include the number of Class A Common Units Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; Company and (ii) second, pro rata (A) among the Selling Holders and any other Persons who requested such Underwritten Offering have been or are exercising piggyback granted registration rights pursuant to on or after the date of this Section 2.02 Agreement (the “Other Holders”) who have requested participation in each case, the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (yB) the aggregate number of Common Unit Registrable Securities Units proposed to be sold by all Selling Holders and all Other Holders in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended to be offered by such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offerPiggyback Registration.)

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership Company that the total amount of Common Unit 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 a material an adverse effect on the price, timing or distribution of the Class A Common Units Shares offered or the market for the Class A Common UnitsShares in any material respect, then the Partnership Common Shares to be included in such Underwritten Offering shall include (i) first, all securities proposed to be offered by the Company and (ii) second, only the number of Class A Common Units Registrable Securities proposed to be included by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such material adverse effect, if any, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata (A) among the Selling Holders and the Other Holders who have requested such Underwritten Offering or are exercising piggyback rights pursuant to this Section 2.02 participation in the Piggyback Registration (in each case, based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (xA) the number of Common Unit Registrable Securities Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (yB) the aggregate number of Common Unit Registrable Securities Shares proposed to be sold by all Selling Holders and all Other Holders in such offeringthe Piggyback Registration; provided, that each Holder Group shall be treated collectively in determining any pro rata allocation under this Section 2.02(b) and (B) such Holder Group may determine the Other Holders who are exercising piggyback rights, such that such reduction resulting from such re-allocation shall not represent a greater fraction of the number of securities intended Common Shares to be offered by sold under such Other Holders than the fraction of similar reductions imposed on the Holders pursuant to subclause (A) above over the amount of Class A Common Units they intend to offeroffering as amongst such Holder Group).

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering advise in a Piggyback Registration inform the Partnership Company and the holders of such Registrable Securities in writing that the total amount or kind of Common Unit Registrable Securities that Holders securities 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 so as to have a material significant adverse effect on the price, timing or distribution of the Class A Common Units securities offered in such offering or the market for the Class A Company's Common UnitsStock, then the Partnership securities to be included in such Registration shall include be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referenced in clause (i) have been included, the number of Class A Common Units that Registrable Securities that, in the opinion of such Managing Underwriter underwriter or Underwriters advise the Partnership underwriters, can be sold without having such material adverse effect, with such number to be allocated (i) first, to the Partnership or such other Person(s) initiating such Underwritten Offering; and (ii) second, pro rata as follows: (A) among in the Holders who requested such Underwritten Initial Public Offering or and the Company's first secondary offering in which Piggyback Registration rights are exercising piggyback rights pursuant to this Section 2.02 available, two-thirds (in each case, based, for each such Holder, on the percentage derived by dividing (x2/3) the number of Common Unit Registrable Securities proposed to be sold by such Holder in such offering by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Holders in such offering) and (B) the Other Holders who are exercising piggyback rights, such that such reduction resulting from such allocation shall not represent a greater fraction of the number of securities intended shares available for Registration under this clause (ii) (the "Available Shares") shall be allocated pro rata among the Current Investors which have requested pursuant to Section 2.2(a) to be offered by included in such Other Holders Registration based on their fully diluted ownership, and one-third (1/3) of the Available Shares shall be allocated to the Brera Group; provided, further, however, that if either the Brera Group or the Current Investors (as a group) desire to Register less than the fraction number of similar reductions imposed on the Holders pursuant shares allocated to subclause (A) above over the amount of Class A Common Units they intend to offer.it or them in accordance with this clause