Common use of Priority on Primary Piggyback Registrations Clause in Contracts

Priority on Primary Piggyback Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of such offering, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the securities the Company proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

Priority on Primary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of the Company Boise Holdings, and the managing underwriters advise the Company Boise Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Boise Holdings, Boise Holdings will include in such registration only the number of securities that (including Registrable Securities) which such underwriters advise in writing can be sold in such offering without adversely affecting the marketability of such offering, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering manner and within such price range, with priority for inclusion to be determined as follows: range in the following order of priority: (i) first, the securities the Company Boise Holdings proposes to sell, ; (ii) second, the number of BCC Registrable Securities and the FPH Registrable Securities, if any, requested to be included in such registrationtherein, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro pro-rata among the respective holders thereof of such Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be included by each such holder, and ; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

Priority on Primary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of the Company Newco, and the managing underwriters advise the Company Newco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Newco, Newco will include in such registration: (A) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time during the Special Priority Period, only the number of securities that (including Registrable Securities) which such underwriters advise in writing can be sold in such offering without adversely affecting the marketability of such offering, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering manner and within such price range, with priority for inclusion to be determined as follows: range in the following order of priority: (i) first, the securities the Company Newco proposes to sell, ; (ii) second, the number of TPI Registrable Securities Securities, if any, requested to be included in such registrationtherein, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro pro-rata among the respective holders thereof of such TPI Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be included by each such holder, and ; (iii) third, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iv) fourth, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (v) fifth, any other securities requested to be included in such registration, ; and (B) in the inclusion of which the holders case of a majority registration with respect to which Newco has provided notice under Section 3(a) above at any time after the Special Priority Period, only the number of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor securities (including Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of ) which such underwriters advise in writing can be sold in an orderly such manner without and within such adverse effectprice range in the following order of priority: 108 (i) first, pro the securities Newco proposes to sell; (ii) second, the TPI Registrable Securities and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the respective holders thereof of such Registrable Securities on the basis of the number of such securities owned shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of the Company Newco, and the managing underwriters advise the Company Newco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Newco, Newco will include in such registration: (A) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time during the Special Priority Period, only the number of securities that (including Registrable Securities) which such underwriters advise in writing can be sold in such offering without adversely affecting the marketability of such offering, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering manner and within such price range, with priority for inclusion to be determined as follows: range in the following order of priority: (i) first, the securities the Company Newco proposes to sell, ; (ii) second, the number of TPI Registrable Securities Securities, if any, requested to be included in such registrationtherein, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro pro-rata among the respective holders thereof of such TPI Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be included by each such holder, and ; (iii) third, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iv) fourth, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (v) fifth, any other securities requested to be included in such registration, ; and (B) in the inclusion of which the holders case of a majority registration with respect to which Newco has provided notice under Section 3(a) above at any time after the Special Priority Period, only the number of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor securities (including Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of ) which such underwriters advise in writing can be sold in an orderly such manner without and within such adverse effectprice range in the following order of priority: (i) first, pro the securities Newco proposes to sell; (ii) second, the TPI Registrable Securities and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the respective holders thereof of such Registrable Securities on the basis of the number of such securities owned shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without adversely affecting within a price range acceptable to the marketability of such offeringCompany, then the Company shall include in such registration only that number of securities that which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the securities the Company proposes to sell, (ii) second, the number of Registrable Securities and Other Registrable Securities requested to be included in such registration, that which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities and Other Registrable Securities owned by each such holder, and (iii) third, any other securities requested to be included in such registration, the inclusion of which the holders of a majority two-thirds of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without adversely affecting within a price range acceptable to the marketability of such offeringCompany, then the Company shall include in such registration only that number of securities that which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (iA) first, the securities the Company proposes to sell, (iiB) second, the number of Registrable Securities requested to be included in such registration, that which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iiiC) third, any other securities requested to be included in such registration, the inclusion of which the holders of a majority 66 2/3% of the Summit Investor Sponsor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

Priority on Primary Piggyback Registrations. If SUBJECT To Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of the Company Newco, and the managing underwriters advise the Company Newco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Newco, Newco will include in such registration: (A) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time during the Special Priority Period, only the number of securities that (including Registrable Securities) which such underwriters advise in writing can be sold in such offering without adversely affecting the marketability of such offering, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering manner and within such price range, with priority for inclusion to be determined as follows: range in the following order of priority: (i) first, the securities the Company Newco proposes to sell, ; (ii) second, the number of TPI Registrable Securities Securities, if any, requested to be included in such registrationtherein, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro pro-rata among the respective holders thereof of such TPI Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be included by each such holder, and ; (iii) third, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iv) fourth, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (v) fifth, any other securities requested to be included in such registration; and (B) in the case of a registration with respect to which Newco has provided notice under Section 3(a) above at any time after the Special Priority Period, only the (i) first, the inclusion of which securities Newco proposes to sell; (ii) second, the TPI Registrable Securities and the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of a majority of the Summit Investor such Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration.

Priority on Primary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration is an underwritten primary registration on behalf of the Company Timber Holding Co., and the managing underwriters advise the Company Timber Holding Co. in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Timber Holding Co., Timber Holding Co. will include in such registration only the number of securities that (including Registrable Securities) which such underwriters advise in writing can be sold in such offering without adversely affecting the marketability of such offering, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering manner and within such price range, with priority for inclusion to be determined as follows: range in the following order of priority: (i) first, the securities the Company Timber Holding Co. proposes to sell, ; (ii) second, the number of Boise Sub Registrable Securities and the FPH Registrable Securities, if any, requested to be included in such registrationtherein, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro pro-rata among the respective holders thereof of such Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be included by each such holder, and ; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without adversely affecting within a price range acceptable to the marketability of such offeringCompany, then the Company shall include in such registration only that number of securities that which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the securities the Company proposes to sell, (ii) second, second the number of WCP Registrable Securities and Other Registrable Securities requested to be included in such registration, that which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor WCP Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting such Demand Registration to be included in such registration have consented to in writing, that which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.