Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than any Stockholder, 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 which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, with priority for inclusion to be determined as follows: (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, the Registrable Shares requested by each Selling Stockholder to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Selling Stockholders on the basis of the number of Registrable Shares owned by each such Selling Stockholder, and (iii) third, any other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities (other than any Stockholder, holders of Registrable Securities) 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 which that can be sold in such offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method of distribution holders of the offeringCompany’s securities initially requesting such registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offeringoffering within such price range, with priority for inclusion to be determined as follows: (iA) first, the securities requested to be included include therein by the holders requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, and the Registrable Shares Securities requested by each Selling Stockholder to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any such adverse effect, pro rata among the Selling Stockholders respective holders thereof on the basis of the number of Registrable Shares Securities owned by each such Selling Stockholderholder, (B) second, the Registrable Securities requested to be included in such registration, 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 66 2/3% of the Sponsor Registrable Securities to be included in such registration whichhave consented to in writing, which in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any 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 Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities (other than any Stockholder, holders of Registrable Securities) 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 which that can be sold in such offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method of distribution holders of the offeringCompany’s securities initially requesting such registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offeringoffering within such price range, with priority for inclusion to be determined as follows: (i) first, the securities number of Registrable Securities and Other Registrable Securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, the Registrable Shares requested by each Selling Stockholder to be included in such registration whichregistration, which in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any such adverse effect, pro rata among the Selling Stockholders respective holders thereof on the basis of the number of Registrable Shares Securities and Other Registrable Securities owned by each such Selling Stockholderholder, and (iiiii) thirdsecond, any other securities requested to be included in such registration, the inclusion of which the holders of two-thirds of the Registrable Securities to be included in such registration whichhave consented to in writing, which in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any 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 Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Holdings’ securities (other than any Stockholder, holders of Registrable Securities) and the managing underwriters advise the Company Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which that can be sold in within a price range acceptable to the holders of Holdings’ securities initially requesting such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringregistration, then the Company Holdings shall include in such registration only that number of securities which that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offeringoffering within such price range, with priority for inclusion to be determined as follows: (i) first, the securities number of Registrable Securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, the Registrable Shares requested by each Selling Stockholder to be included in such registration whichregistration, that in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any such adverse effect, pro rata among the Selling Stockholders respective holders thereof on the basis of the number of Registrable Shares Securities owned by each such Selling Stockholderholder, and (iiiii) thirdsecond, 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 to be included in such registration whichhave consented to in writing, that in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any 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 Secondary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than any StockholderBoise Holdings’ securities, 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 the holders initially requesting such registration, Boise Holdings will include in such registration: in the case of a registration with respect to which Boise Holdings has provided notice under Section 3(a) above, only the number of securities (including Registrable Securities) which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in manner and within such registration only that number of securities which price range in the opinion following order of such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, with priority for inclusion to be determined as follows: priority: (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) secondregistration, the BCC Registrable Shares Securities, if any, requested by each Selling Stockholder to be included in such registration whichtherein, in and the opinion of the underwritersFPH Registrable Securities, can if any, requested to be sold without any such adverse effectincluded therein, pro pro-rata among the Selling Stockholders holders of such securities (including Registrable Securities) on the basis of the number of Registrable Shares owned shares requested to be included by each such Selling Stockholderholder; (ii) second, and 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 (iii) third, any other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities Company Securities other than any Stockholderholders of Warrant Securities, and if 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 which can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in such registration only that number of securities which that in the opinion of such the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed marketability of the offering price, at such price and with such timing or method of distribution of the offeringdistribution, with the priority for inclusion to be determined as follows: : (i) first, the securities requested to be included therein in such registration by the holders of securities requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, and the Registrable Shares Warrant Securities requested by each Selling Stockholder to be included in such registration which, that in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any such adverse effect, pro rata among the Selling Stockholders respective holders thereof on the basis of the number of Registrable Shares securities (including all Warrant Securities) owned by each such Selling Stockholderholder, and (iiiii) thirdsecond, any other securities requested to be included in such registration which, that in the opinion of the underwriters, such underwriters can be sold in an orderly manner without any 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 Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than any Stockholderholders of Registrable Securities, and if 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 which can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in such registration only that number of securities which in the opinion of such the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed marketability of the offering price, at such price and with such timing or method of distribution of the offeringdistribution, with priority for inclusion to be determined as follows: (i) first, the securities requested to be included therein in such registration by the holders requesting such registration pursuant to a demand registration right under any Other Registration Rights Agreement, (ii) second, and the Registrable Shares Securities requested by each Selling Stockholder to be included in such registration whichregistration, which in the opinion of the underwriters, underwriters can be sold in an orderly manner without any such adverse effect, pro rata among the Selling Stockholders holders of such securities on the basis of the number of Registrable Shares such securities owned by each such Selling Stockholderholder, and (iiiii) thirdsecond, any other securities requested to be included in such registration whichregistration, which in the opinion of the underwriters, underwriters can be sold in an orderly manner without any such adverse effect, pro rata among the respective holders thereof on the basis of the number of securities owned by each such holder.