First Data 2012 Annual Report Download - page 182

holders of Registrable Securities (other than Management Stockholders) by the total number of shares held by
the holders of Registrable Securities (other than Management Stockholders) selling the shares of Common
Stock, (C) the proposed per share purchase price (or an estimate thereof), and (D) the proposed date of sale. If
within fifteen (15) days of the receipt by the Management Stockholder or Management Stockholder, as the
case may be, of such Piggyback Notice, the Company receives from the applicable Management Stockholder
Entities of the Senior Management Stockholder or Management Stockholder, as the case may be, a written
request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities
(which Request will be irrevocable unless otherwise mutually agreed to in writing by the Senior Management
Stockholder or Management Stockholder, if any, and the Company), shares of Stock will be so registered as
provided in this Section 9; provided, however, that for each such registration statement only one Request,
which shall be executed by the applicable Management Stockholder Entities, may be submitted for all
Registrable Securities held by the applicable Management Stockholder Entities.
(c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of
(i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of
Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to
the extent then exercisable, multiplied by a fraction, the numerator of which is the aggregate number of shares
of Stock being sold by holders of Registrable Securities (other than Management Stockholders) and the
denominator of which is the aggregate number of shares of Stock owned by the holders of Registrable
Securities (other than Management Stockholders) or (ii) the maximum number of shares of Stock which the
Company can register in connection with such Request in the Proposed Registration without adverse effect on
the offering in the view of the managing underwriters (reduced pro rata as more fully described in
subsection (d) of this Section 9) or (iii) the maximum number of shares which the Senior Management
Stockholder (pro rata based upon the aggregate number of shares of Stock the Senior Management Stockholder
and Other Management Stockholders have requested to be registered) is permitted to register under the
Piggyback Registration Rights.
(d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed
Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect
on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by
the Company, then, unless the managing underwriter advises that marketing factors require a different
allocation, the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the
Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be
included in such registration which, in the opinion of such managing underwriter, can be sold without having
the adverse effect referred to above, the number of shares of Stock which the selling holders of Registrable
Securities, the Senior Management Stockholder and all Other Management Stockholders who are entitled to
piggyback or incidental registration rights in respect of Stock and any other Persons who are entitled to
piggyback or incidental registration rights in respect of Stock (together, the “Holders”) have requested to be
included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on
the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of
all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such
Holder’s request will be reallocated among the remaining requesting Holders in like manner); provided that
any Holder that is allocated less than 100% of the shares in such Holder’s request, shall be entitled to transfer
that number of shares equal to the difference between such Holder’s requested number of shares (up to the
maximum provided for under this Section 9) and the number actually transferred by such Holder in the
Proposed Registration, following the expiration of any lock-up period.