Cut-Backs. Notwithstanding the provisions of Section 4(a) hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such Section 4(a) deliver a written opinion to the Holders requesting inclusion of their Registrable Securities stating that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero); provided, however, that if the amount of any kind of Registrable Securities to be offered for the accounts of Holders is reduced in accordance with this Section 4(b), the Company may not include in such offering any securities other than (i) Registrable Securities and (ii) securities, if any, that the Company is offering for sale for its own account in a primary underwritten offering.
Cut-Backs. Notwithstanding the provisions of Section 3(a), if the managing underwriter or underwriters of a proposed underwritten offering as described in Section 3(a) deliver a written opinion to the Holders requesting inclusion of their Registrable Securities, stating that the total amount or kind of securities that they or any other Persons (other than the Company) seek to include in such offering would materially and adversely affect the success of such offering, then, in addition to the number of such securities being included in the offering for the account of the Company, the Company shall be required to include in the offering only that number of additional such securities, including Registrable Securities (collectively, the "Additional Securities"), which the underwriters determine in their sole discretion will not jeopardize the success of the offering, and the Additional Securities so included shall be apportioned pro rata among the selling stockholders and the Holders of Registrable Securities according to the total amount of securities requested to be included therein by each selling stockholder and the Holders or in such other proportions as shall mutually be agreed to by such selling stockholders and the Holders.
Cut-Backs. Notwithstanding the provisions of Section 3(a) hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such Section 3(a) deliver written advice to the Holders requesting inclusion of their Registrable Securities stating that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata based on the number of Registrable Securities then requested to be included by the Holders to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero); provided, however, that if the amount of any kind of Registrable Securities to be offered for the accounts of Holders is reduced in accordance with this Section 3(b), the Company may not include in such offering any securities other than (i) Registrable Securities and (ii) securities, if any, that the Company is offering for sale for its own account in a primary underwritten offering. If Management Securities are proposed to be included in a Registration in which the number of Registrable Securities to be included therein is the subject of a cut-back upon the advice of the managing underwriter or underwriters, then as between the Holders of Management Securities and the Holders of Non-Management Securities, the proration of Registrable Securities shall be made in accordance with this paragraph. The Holders of Non-Management Securities shall be entitled to offer one hundred and twenty-five percent (125%) of the number of Registrable Securities which they would have been entitled to offer but for the provisions of this paragraph, and the number of Management Securities which the Holders thereof shall be entitled to offer shall be reduced pro rata by the number of additional Non-Management Securities included in the offering pursuant to the provisions of this paragraph.
Cut-Backs. (a) If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company in writing that in the underwriter's opinion the number of securities to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf, and second, pro rata on the basis of the number of shares of common Stock owned among the Holders of Warrant Securities and the other Persons selling in such registration.
(b) If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriter advises the Company in writing that in the underwriter's opinion the number of securities to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: pro rata on the basis of the number of shares of Common Stock owned among the Holders of Warrant Securities and the other Persons selling in such registration.
Cut-Backs. Notwithstanding the provisions of SECTION 4(A) hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such SECTION 4(A) advise in writing the Holders requesting inclusion of their Registrable Securities that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of securities, including Registrable Securities, to be offered for the accounts of Holders and of Persons exercising piggyback registration rights pursuant to written agreements with the Company shall be reduced PRO RATA to the extent necessary to reduce the total amount of securities, including Registrable Securities, to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero).
Cut-Backs. Notwithstanding anything to the contrary contained in this Section 6.2, in the event of an underwritten offering of securities by Jenkon, if the underwriter shall advise Jenkon in writing that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then Jenkon shall so advise all Holders of Registerable Securities that have requested and are entitled to registration in accordance with the provisions of Section 6.2(c). In such event, the number of shares of Registerable Securities that may be included in the registration and underwriting shall be allocated pro rata among the Holders of Registerable Securities whose shares would have been registered in proportion, as nearly as practicable, to the respective amounts of Registerable Securities held by such Holders at the time of filing of the registration statement. No Registerable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.
Cut-Backs. Notwithstanding the provisions of Section 3(a) --------- hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such Section 3(a) deliver written advice to the Holders requesting inclusion of their Registrable Securities stating that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata based on the number of --- ---- Registrable Securities then owed by the Holders to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero); provided, however, that if the amount of any kind of -------- ------- Registrable Securities to be offered for the accounts of Holders is reduced in accordance with this Section 3(b), the Company may not include in such offering any securities other than (i) Registrable Securities and (ii) securities, if any, that the Company is offering for sale for its own account in a primary underwritten offering.
Cut-Backs. If the Third Party Purchaser purchases a number of shares of Common Stock that is less than the number of shares set forth in the Transfer Terms or the number of shares that all persons entitled to participate in the Tag-Along Sale propose to include in the Tag-Along Sale, the number of shares to be included in the Tag-Along Sale by the Initial Holders, Cerberus and the other parties entitled to participate in the Tag-Along Sale shall be reduced pro-rata based on the number of shares originally permitted to be included by such parties prior to such reduction. Any Exercised Shares not actually sold by an Initial Holder as a result of the application of the previous sentence shall not be deemed exercised.
