Common use of Company Registration Underwriters’ Cutback Clause in Contracts

Company Registration Underwriters’ Cutback. In the case of a Company Registration, if the managing underwriter of any Underwritten Offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 5.2, when added to the number of other securities to be offered in such registration by the Company, would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such offering, then the Company shall include in such registration, to the extent of the total number of securities that the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 5.2(c) Sale Number”), securities in the following priority:

Company Registration Underwriters’ Cutback. In the case of a Company Registration, if the managing underwriter of any Underwritten Offering underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 5.24.2, when added to the number of other securities to be offered in such registration by the Company, would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such offering, then the Company shall include in such registration, to the extent of the total number of securities that which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 5.2(c4.2(c) Sale Number”), securities in the following priority: