Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If the Company registers Registerable Securities for any Holder pursuant to clause (iii) 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, all Registerable Securities requested to be included by the ▇▇▇▇▇ Holders and each Management Member, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each, (ii) second, 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 and (iii) third, up to the number of shares of Class A Common Stock to be issued and sold by the Company in such offering, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement).

Priority on Secondary Piggyback Registrations. If the Company registers Registerable Securities for any Holder pursuant to clause (iii) 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, all Registerable Securities requested to be included by the ▇▇▇▇▇ Holders each of Advent, Fifth Third and each Management MemberFTPS Partners or any Significant Transferee, 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, (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 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 and (iiiiv) thirdfourth, up to the number of shares of Class A Common Stock to be issued and sold by the Company in such offering, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement)any.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Company registers Registerable Securities for any Holder pursuant to clause (iii) of Section 3(a) Investor, and the managing underwriters advise the Company that, that in their opinion, opinion the number of Registerable Securities Shares proposed to be included in an Underwritten Offering in connection with such Registration Statement registration exceeds the number of Registerable Securities that Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of such the offering (including the price per share of the Class A Common Stock proposed Shares to be sold in such offering), then the Company shall include in such offering: registration (i) first, all Registerable Securities the number of Shares requested to be included therein by the ▇▇▇▇▇ Holders holder(s) requiring such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration), pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and each Management Memberthe Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined on a pro rata basis determined based on the total number of Registerable Securities so Shares requested to be included in such registration by eachoffering without giving effect to such reduction), (ii) second, 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 and (iii) third, up to the number of shares of Class A Common Stock to be issued and sold by Shares that the Company in such offering, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement)proposes to sell.

Priority on Secondary Piggyback Registrations. If the Company registers Registerable Securities for any Holder pursuant to clause (iii) 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, all Registerable Securities requested to be included by the ▇▇▇▇▇ Holders each of Advent, Fifth Third and each Management Member, 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 eachAdvent, Fifth Third and FTPS Partners respectively, (ii) second, all Registerable Securities requested to be included by JPDN, (iii) third, 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 Holder holder and (iiiiv) thirdfourth, up to the number of shares of Class A Common Stock Units to be issued and sold by the Company in such offering, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement)any.

Priority on Secondary Piggyback Registrations. If a Proposed Registration is initiated as an underwritten registration on behalf of a holder of Company Shares other than the Company registers Registerable Securities for any Holder pursuant to clause (iii) of Section 3(a) if such Proposed Registration becomes a Piggyback Registration), and the managing underwriters advise the Company that, that in their opinion, opinion the number of Registerable Securities Company Shares proposed to be included in an Underwritten Offering in connection with such Registration Statement registration exceeds the number of Registerable Securities Company Shares (of any class) that can be sold in such offering without materially delaying or jeopardizing the success of such the offering (including the price per share of the Class A Common Stock proposed Company Shares to be sold in such offering), then the Company shall include in such offering: registration (i) first, all Registerable Securities the number of Company Shares requested to be included therein by the ▇▇▇▇▇ Holders and each Management Member, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in holder(s) initially requesting such registration by each, registration; (ii) second, all Registerable Securities the number of Company Shares requested to be included therein by all Holders other than third parties having existing contractual registration rights that predate this Agreement and are superior to the ▇▇▇▇▇ Holders and rights of the Management Members, on a pro rata basis determined based on Holder pursuant to such existing contracts in place as of the number date of Registerable Securities so requested to be included in such registration by each such Holder and this Agreement; (iii) third, up to the number of shares of Class A Common Stock Company Shares requested to be issued included therein by other holders of Company Shares who have registration rights, including the Holder, pro rata among such holders on the basis of the number of Company Shares requested to be included therein by such holders or as such holders and sold the Company may otherwise agree (with allocations among different classes of Company Shares, if more than one are involved, to be determined by the Company in such offering, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders AgreementCompany).; and

Priority on Secondary Piggyback Registrations. If If, (i) as a result of applicable law or based upon comments received by the Company registers Registerable Securities Commission, all of the securities to be included in the registration statement for any Holder pursuant to clause Piggyback Registration initiated as a secondary registration on behalf of a holder of the Company's securities other than Registrable Securities, or in the Company's registration statement on Form F-3 (iiiFile No. 333-208305), if Registrable Securities are included therein, cannot be so included or (ii) a Piggyback Registration is an underwritten secondary registration on behalf of Section 3(a) a holder of the Company's securities other than Registrable Securities, and the managing underwriters advise the Company in writing that, in their opinion, the number of Registerable Securities proposed securities requested to be included in an Underwritten Offering in connection with such Registration Statement registration statement exceeds the number of Registerable Securities that which 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 having an adverse effect on such offering), the Company shall include in such offering: registration (ix) first, all Registerable the Registrable Securities and other securities requested to be included therein by the ▇▇▇▇▇ Holders and each Management Member, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each, (ii) second, all Registerable Securities requested to be included by all Holders other than the ▇▇▇▇▇ Holders and the Management MembersOther Holders, on a if any, pro rata basis determined based among the Holders and the Other Holders on the number basis of Registerable Securities so requested to be included in such registration by each such Holder and (iii) third, up to the number of shares of Class A Common Stock requested to be issued and sold registered by the Holders and the Other Holders, and (x) second, the securities the Company in such offeringproposes to sell, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement)any.

Priority on Secondary Piggyback Registrations. If If, (i) as a result of applicable law or based upon comments received by the Company registers Registerable Securities Commission, all of the securities to be included in the registration statement for any Holder pursuant to clause Piggyback Registration initiated as a secondary registration on behalf of a holder of the Company’s securities other than Registrable Securities, if Registrable Securities are included therein, cannot be so included or (iiiii) a Piggyback Registration is an underwritten secondary registration on behalf of Section 3(a) a holder of the Company’s securities other than Registrable Securities, and the managing underwriters advise the Company in writing that, in their opinion, the number of Registerable Securities proposed securities requested to be included in an Underwritten Offering in connection with such Registration Statement registration statement exceeds the number of Registerable Securities that which 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 having an adverse effect on such offering), the Company shall include in such offering: registration (ix) first, all Registerable the Registrable Securities and other securities requested to be included therein by the ▇▇▇▇▇ Holders and each Management Member, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each, (ii) second, all Registerable Securities requested to be included by all Holders other than the ▇▇▇▇▇ Holders and the Management MembersOther Holders, on a if any, pro rata basis determined based among the Holders and the Other Holders on the number basis of Registerable Securities so requested to be included in such registration by each such Holder and (iii) third, up to the number of shares of Class A Common Stock requested to be issued and sold registered by the Holders and the Other Holders, and (x) second, the securities the Company in such offeringproposes to sell, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement)any.