Common use of Cut-Back Clause in Contracts

Cut-Back. If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s), in good faith, advise(s) the Initiating Holders in writing that marketing factors require a limitation on the proposed number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders affected by such change; provided that the number of Registrable Securities held by the Investors to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

Cut-Back. If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this -------- Section 2.33(a), if the managing underwriter(s), in good faith, advise(s) underwriter advises the Initiating Company and the Holders in writing that marketing factors require a limitation on the proposed number of shares to be underwritten, then the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation, unless and to the extent prohibited by the terms of any registration rights or other agreement in effect with such Other Stockholder. If, after the exclusion of such shares, still further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holder until all shares of Other Stockholders have been excluded from such registration, unless and to the extent prohibited by the terms of any registration rights or other agreement in effect with such Other Stockholder. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders Holder. The securities so withdrawn shall so advise all Holders of Registrable Securities that otherwise would also be underwritten pursuant hereto, and withdrawn from registration. If the managing underwriter has not limited the number of Registrable Securities that or other securities to be underwritten, the Company and officers and directors of the Company may be included include its or their securities for its or their own account in such registration if the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to managing underwriter so agrees and if the number of Registrable Securities owned by each Holder or in such and other proportion as shall mutually be agreed to by all such selling Holders affected by such change; provided that the number of Registrable Securities held by the Investors to be securities which would otherwise have been included in such registration and underwriting shall will not thereby be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimited.

Cut-Back. If, pursuant to In accordance with Section 2.18(a) of the Registration Rights Agreement, the Initiating Requisite Holders intend hereby consent to distribute the reduction of the aggregate number of Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company to be included in the Registration Statement to the maximum number of shares the Staff permits to be included. Any shares of Common Stock not permitted to be included in the Registration Statement are hereinafter referred to as a part the “Cut Back Shares.” The currently anticipated number of their request made pursuant Registrable Securities to Section 2.1be included in the Registration Statement (after giving effect to any reduction contemplated hereby) and Cut Back Shares for each holder of Registrable Securities is set forth on Schedule A hereto. The Company shall use its commercially reasonable efforts to minimize the number of Cut Back Shares; provided, and however, that the Company shall include such information not agree to name any Consenting Holder as an “underwriter” in the Demand NoticeRegistration Statement without the prior written consent of such Consenting Holder. The underwriter(s) will Company shall provide the Consenting Holders and their counsel the opportunity to comment on any written submission to be selected by the Initiating Holders, subject only made to the reasonable approval Staff in advance of such submission, and no such written submission shall be made to the Staff to which any of the CompanyConsenting Holders’ counsel reasonably objects. In such event, the right of any Holder to include such Holder’s Registrable Securities Any reduction in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s), in good faith, advise(s) the Initiating Holders in writing that marketing factors require a limitation on the proposed number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may to be included in the underwriting Registration Statement imposed on the Consenting Holders pursuant to this Section 1 shall be allocated among such the Consenting Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to on a pro rata basis based on the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders affected by such change; provided that the number of Registrable Securities held by the Investors to be initially included in such underwriting the Registration Statement for the account of each Consenting Holder and shall not be reduced applied, with respect to each Consenting Holder, first to the Warrant Shares, unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company Staff otherwise requires or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesRequisite Holders otherwise agree in writing.

Cut-Back. If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of -------- this Section 2.33(b), if the managing underwriter(s), in good faith, advise(s) underwriter advises the Initiating Company and the Holders in writing that marketing factors require a limitation on the proposed number of shares to be underwritten, then the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation, unless and to the extent prohibited by the terms of any registration rights or other agreement in effect with such Other Stockholder. If, after the exclusion of such shares, still further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holder until all shares of Other Stockholders have been excluded from such registration, unless and to the extent prohibited by the terms of any registration rights or other agreement in effect with such Other Stockholder. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders Holder. The securities so withdrawn shall so advise all Holders of Registrable Securities that otherwise would also be underwritten pursuant hereto, and withdrawn from registration. If the underwriter has not limited the number of Registrable Securities that or other securities to be underwritten, the Company and officers and directors of the Company may be included include its or their securities for its or their own account in such registration if the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to representative so agrees and if the number of Registrable Securities owned by each Holder or in such and other proportion as shall mutually be agreed to by all such selling Holders affected by such change; provided that the number of Registrable Securities held by the Investors to be securities which would otherwise have been included in such registration and underwriting shall will not thereby be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimited.