Common use of Priority of Registrations Pursuant to a Piggyback Registration Clause in Contracts

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten Offering (other than any Demand Registration or a Shelf Take-Down, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises the Board in writing (a copy of which shall be provided to the Holder) that, in its view, the number of Common Shares that the Company and the Holder intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size; (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder pursuant to this Section 4 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder and each other Qualified Shareholder on the basis of the relative number of Registrable Securities owned by the Holder and each other Qualified Shareholder); and (iii) thereafter, and only if all of the securities referred to in clauses (i) and (ii) have been included, all securities requested to be registered by any other holder of Common Shares (allocated, if necessary, for the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders).

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Underwritten Shelf Take-DownTakedown, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g2(g) or Section 2(d)(ii3(e)(ii), respectively, shall apply) and the managing underwriter advises the Board in writing (a copy of which shall be provided to the each Holder) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size; (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Underwritten Shelf Take-DownTakedown, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g3(e)(iii) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises or underwriters advise the Board in writing (a copy of which shall be provided to the Holder) Company that, in its view, the number of Common Shares Company Securities that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating PersonPerson requesting registration, if applicable) as would not cause the offering to exceed the Maximum Offering Size; (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Underwritten Shelf Take-DownTakedown, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g2(g) or Section 2(d)(ii3(e)(ii), respectively, shall apply) and the managing underwriter underwriter(s) advises the Board in writing (a copy of which shall be provided to the each Holder) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size; (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 4(a) (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Shelf Take-DownRegistration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g2(g) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises the Board (or, in writing (the case of a copy of which shall be provided to Piggyback Registration not being underwritten, the HolderBoard determines in its sole discretion) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size;, (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 or Section 4 of Exhibit G to the Warburg Pincus Shareholders Agreement or by any holders of Registrable Securities under Section 4 of Exhibit B to any of the Pritzker Lock-Up Agreements (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); , and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Underwritten Shelf Take-DownTakedown, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g3(e)(iii) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises or underwriters advise the Board in writing (a copy of which shall be provided to the Holder) Company that, in its view, the number of Common Shares Company Securities that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: : (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating PersonPerson requesting registration, if applicable) as would not cause the offering to exceed the Maximum Offering Size; ; (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); and and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Shelf Take-DownRegistration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g‎ ‎Section 2(g) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises the Board (or, in writing (the case of a copy of which shall be provided to Piggyback Registration not being underwritten, the HolderBoard determines in its sole discretion) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size;, (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this ‎‎Section 4 or Section 4 of Exhibit G to the Vestar Shareholders Agreement or by any holders of Registrable Securities under Section 4 of Exhibit B to any of the Pritzker Lock-Up Agreements (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); , and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Shelf Take-DownRegistration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g2(g) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises the Board (or, in writing (the case of a copy of which shall be provided to Piggyback Registration not being underwritten, the HolderBoard determines in its sole discretion) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size;, (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 or Section 4 of Exhibit G to the Vestar Shareholders Agreement or by any holders of Registrable Securities under Section 4 of Exhibit B to any of the Pritzker Lock-Up Agreements (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); , and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Shelf Take-DownRegistration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g‎ ‎Section 2(g) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises the Board (or, in writing (the case of a copy of which shall be provided to Piggyback Registration not being underwritten, the HolderBoard determines in its sole discretion) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size;, (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this ‎‎Section 4 or Section 4 of Exhibit G to the Warburg Pincus Shareholders Agreement or by any holders of Registrable Securities under Section 4 of Exhibit B to any of the Pritzker Lock-Up Agreements (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); , and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.

Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration or a Shelf Take-DownRegistration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(g2(g) or Section 2(d)(ii), respectively, shall apply) and the managing underwriter advises the Board (or, in writing (the case of a copy of which shall be provided to Piggyback Registration not being underwritten, the HolderBoard determines in its sole discretion) that, in its view, the number of Common Company Shares that the Company and the Holder such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person) as would not cause the offering to exceed the Maximum Offering Size;, (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the Holder and each other Qualified Shareholder any Holders pursuant to this Section 4 or Section 4 of Exhibit G to the [Warburg Pincus Shareholders Agreement/Vestar Shareholders Agreement] or by any holders of Registrable Securities under Section 4 of Exhibit B to any of the Pritzker Lock-Up Agreements (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holder such Holders and each such other Qualified Shareholder holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Holder remaining Holders and each other Qualified Shareholderholders in like manner); , and (iii) thereafterthird, and only if all of the securities referred to in clauses (i) and (ii) have been included, all any securities requested proposed to be registered by for the account of any other holder of Common Shares (allocated, if necessary, for Persons with such priorities among them as the offering not to exceed the Maximum Offering Size, pro rata among such other holders on the basis of the relative amount of Common Shares owned by such other holders)Company shall determine.