Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of shares of Class A Common Stock to whom the Company has a contractual obligation to facilitate such offering, and the managing underwriters of the offering advise the Company that, in their opinion, the number of shares of Class A Common Stock proposed to be included in such offering, including all Registrable Securities and all other shares of Class A Common Stock requested to be included in such offering, exceeds the number of shares of Class A Common Stock which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the shares of Class A Common Stock requested to be included therein by each holder thereof having such right that has requested such registration (a “Requesting Holder”) up to the number that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities initially requested to be sold by each Requesting Holder and (ii) second, any shares of Class A Common Stock to be included in such offering by stockholders other than the Requesting Holders and any shares of Class A Common Stock proposed to be sold for the account of the Company in such offering up to the number, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among such holders and the Company on the basis of the number of shares of Class A Common Stock initially requested or proposed to be included in such offering by such holders and the Company (as applicable).

Priority on Secondary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of shares of Class A Common Stock to whom the Company has a contractual obligation to facilitate such offeringNewco's securities, and the managing underwriters of the offering advise the Company that, Newco in writing that in their opinion, opinion the number of shares of Class A Common Stock proposed to be included in such offering, including all Registrable Securities and all other shares of Class A Common Stock securities requested to be included in such offering, registration exceeds the number of shares of Class A Common Stock which can reasonably be expected sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, 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 (including Registrable Securities) which can be sold in such offering without adversely affecting manner and within such price range in the success following order of the offering (including the price, timing or distribution of the shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: priority: (i) first, the shares of Class A Common Stock securities requested to be included therein by each holder thereof having such right that has requested the holders requesting such registration (a “Requesting Holder”) up to and the number that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among the Requesting Holders on the basis of the number of TPI Registrable Securities initially requested to be sold by each Requesting Holder and (ii) second, any shares of Class A Common Stock to be included in such offering by stockholders other than the Requesting Holders and any shares of Class A Common Stock proposed to be sold for the account of the Company in such offering up to the numberSecurities, if any, that the managing underwriters determine can requested to be included in therein, pro-rata among the offering without reasonably being expected to adversely affect the success holders of the offering such securities (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among such holders and the Company Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of Class A Common Stock initially such PCA Registrable Securities on the basis of the number of shares requested or proposed 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 (iv) fourth, any other securities requested to be included in such offering 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 number of securities (including Registrable Securities) which can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such holders registration, the TPI Registrable Securities, if any, requested to be included therein, and the Company PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (as applicable)including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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.

Priority on Secondary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of shares of Class A Common Stock to whom the Company has a contractual obligation to facilitate such offeringBoise Holdings' securities, and the managing underwriters of the offering advise the Company that, Boise Holdings in writing that in their opinion, opinion the number of shares of Class A Common Stock proposed to be included in such offering, including all Registrable Securities and all other shares of Class A Common Stock securities requested to be included in such offering, registration exceeds the number of shares of Class A Common Stock which can reasonably be expected 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 manner and within such price range in the success following order of the offering (including the price, timing or distribution of the shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: priority: (i) first, the shares of Class A Common Stock securities requested to be included therein by each holder thereof having the holders requesting such right that has requested such registration (a “Requesting Holder”) up to registration, the number that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among the Requesting Holders on the basis of the number of BCC Registrable Securities initially requested to be sold by each Requesting Holder and (ii) second, any shares of Class A Common Stock to be included in such offering by stockholders other than the Requesting Holders and any shares of Class A Common Stock proposed to be sold for the account of the Company in such offering up to the numberSecurities, if any, that the managing underwriters determine can requested to be included in therein, and the offering without reasonably being expected FPH Registrable Securities, if any, requested to adversely affect be included therein, pro-rata among the success holders of the offering such securities (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among such holders and the Company Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of Class A Common Stock initially such Transferee Registrable Securities on the basis of the number of shares requested or proposed to be included by each such holder; and (iii) third, any other securities requested to be included in such offering by such holders and the Company (as applicable)registration.

Priority on Secondary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of shares of Class A Common Stock to whom the Company has a contractual obligation to facilitate such offeringNewco's securities, and the managing underwriters of the offering advise the Company that, Newco in writing that in their opinion, opinion the number of shares of Class A Common Stock proposed to be included in such offering, including all Registrable Securities and all other shares of Class A Common Stock securities requested to be included in such offering, registration exceeds the number of shares of Class A Common Stock which can reasonably be expected sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, 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 (including Registrable Securities) which can be sold in such offering without adversely affecting manner and within such price range in the success following order of the offering (including the price, timing or distribution of the shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: priority: (i) first, the shares of Class A Common Stock securities requested to be included therein by each holder thereof having such right that has requested the holders requesting such registration (a “Requesting Holder”) up to and the number that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among the Requesting Holders on the basis of the number of TPI Registrable Securities initially requested to be sold by each Requesting Holder and (ii) second, any shares of Class A Common Stock to be included in such offering by stockholders other than the Requesting Holders and any shares of Class A Common Stock proposed to be sold for the account of the Company in such offering up to the numberSecurities, if any, that the managing underwriters determine can requested to be included in therein, pro-rata among the offering without reasonably being expected to adversely affect the success holders of the offering such securities (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among such holders and the Company Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of Class A Common Stock initially such PCA Registrable Securities on the basis of the number of shares requested or proposed 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 offering registration; and 109 (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 number of securities (including Registrable Securities) which can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such holders registration, the TPI Registrable Securities, if any, requested to be included therein, and the Company PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (as applicable)including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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.

Priority on Secondary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of shares of Class A Common Stock to whom the Company has a contractual obligation to facilitate such offeringNewco's securities, and the managing underwriters of the offering advise the Company that, Newco in writing that in their opinion, opinion the number of shares of Class A Common Stock proposed to be included in such offering, including all Registrable Securities and all other shares of Class A Common Stock securities requested to be included in such offering, registration exceeds the number of shares of Class A Common Stock which can reasonably be expected sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, 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 (including Registrable Securities) which can be sold in such offering without adversely affecting manner and within such price range in the success following order of the offering (including the price, timing or distribution of the shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: priority: (i) first, the shares of Class A Common Stock securities requested to be included therein by each holder thereof having such right that has requested the holders requesting such registration (a “Requesting Holder”) up to and the number that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among the Requesting Holders on the basis of the number of TPI Registrable Securities initially requested to be sold by each Requesting Holder and (ii) second, any shares of Class A Common Stock to be included in such offering by stockholders other than the Requesting Holders and any shares of Class A Common Stock proposed to be sold for the account of the Company in such offering up to the numberSecurities, if any, that the managing underwriters determine can requested to be included in therein, pro-rata among the offering without reasonably being expected to adversely affect the success holders of the offering such securities (including the price, timing or distribution of the shares to be offered in such offering), allocated pro rata among such holders and the Company Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of Class A Common Stock initially such PCA Registrable Securities on the basis of the number of shares requested or proposed 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 offering 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 number of securities (including Registrable Securities) which can be sold in such manner and within such price range in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such holders registration, the TPI Registrable Securities, if any, requested to be included therein, and the Company PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such securities (as applicable)including Registrable Securities) on the basis of the number of shares requested to be included by each such holder; (ii) second, 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.