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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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.

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 of the offering advise the Company in writing that, in their opinion, the number of Registerable Equity Securities proposed to be included in an Underwritten Offering such offering, including all Registrable Securities and all other Equity Securities proposed to be included in connection with such Registration Statement offering, exceeds the number of Registerable Equity Securities that can reasonably be expected to be sold in such offering without materially delaying being likely to have a significant adverse effect on the price, timing or jeopardizing the success of such offering (including the price per share distribution of the Class A Common Stock proposed to be sold in such offering)securities offered or the market for the securities offered, the Company shall include in such offeringPiggyback Registration: (i) first, up to the number of Registerable Equity Securities to be issued and sold by that the Company proposes to sell in such offering, if any, and (ii) second, all Registerable any Registrable Securities requested to be included therein by the ▇▇▇▇▇ Holders a Holder, 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 any Equity Securities requested to be included therein by all any other holders of Equity Securities, allocated, in the case of clause (ii) and (iii), pro rata among such Holders or such other than the ▇▇▇▇▇ Holders and the Management Membersholders of Equity Securities, respectively, on a pro rata the basis determined based on of the number of Registerable Registrable Securities so requested or Equity Securities, respectively, initially proposed to be included in such registration by each such HolderHolder or each such other holder in such offering.