Common use of Cutbacks in Other Offerings Clause in Contracts

Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration: (1) first, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person; (2) second, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL Registration Parties and the Temasek Registration Parties requesting inclusion in such registration; provided, that until the Cutback Trigger, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (2) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), the Xxxxx Percentage to the Xxxxx Registration Parties requesting inclusion in such registration, the SL Percentage to the SL Registration Parties requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties requesting inclusion in such registration, until either the Xxxxx Registration Parties, the SL Registration Parties or the Temasek Registration Parties are Excluded Parties with respect to such registration (y) thereafter (or first, any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), to the Remaining Registration Party Groups, based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration have been fully allocated all its Registrable Securities sought or requested to be included in such registration and (z) thereafter, 100% to the sole Remaining Registration Party Groups seeking or requesting inclusion in such registration; (3) third, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and (4) fourth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.

Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration: (1) first, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person; (2) second, Registrable Securities owned by the Registration Parties Principal Stockholders that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL Registration Parties and the Temasek Registration Parties requesting inclusion in such registration; provided, that until the Cutback Trigger, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (2) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), the Xxxxx Percentage to the Xxxxx Registration Parties requesting inclusion in such registration, the SL Percentage to the SL Registration Parties requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties requesting inclusion in such registration, until either the Xxxxx Registration Parties, the SL Registration Parties or the Temasek Registration Parties are Excluded Parties with respect to such registration (y) thereafter (or first, any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), to the Remaining Registration Party Groups, based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration have been fully allocated all its Registrable Securities sought or requested to be included in such registration and (z) thereafter, 100% to the sole Remaining Registration Party Groups seeking or Principal Stockholders requesting inclusion in such registration; (3) third, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and; (4) fourth, shares of Common Stock that the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and (5) fifth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.

Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration: (1) first, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person; (2) second, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL Registration Parties and the Temasek SL Registration Parties requesting inclusion in such registration; provided, that until the Cutback TriggerTrigger Offering, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (2) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Partiesfirst, SL Registration Parties or Temasek Registration Parties are Declining Parties), the Xxxxx Percentage 50% to the Xxxxx Registration Parties requesting inclusion in such registration, the SL Percentage registration and 50% to the SL Registration Parties requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties requesting inclusion in such registration, until either the such Xxxxx Registration Parties, on the one hand, or such SL Registration Parties or the Temasek Registration Parties are Excluded Parties with respect to such registration (y) thereafter (or first, any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties)on the other hand, to the Remaining Registration Party Groups, based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration have been fully allocated all its their Registrable Securities sought or requested to be included in such registration registration, and (zy) thereafter, 100% to the sole Remaining remaining Registration Party Groups Parties seeking or requesting inclusion in such registration; (3) third, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and (4) fourth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.

Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration: (1) first, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person; (2) second, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL North Island Registration Parties and the Temasek Registration Parties requesting inclusion in such registration; provided, that until the Cutback Trigger, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (2) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Parties, SL North Island Registration Parties or Temasek Registration Parties are Declining Parties), the Xxxxx Percentage to the Xxxxx Registration Parties requesting inclusion in such registration, the SL North Island Percentage to the SL North Island Registration Parties requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties requesting inclusion in such registration, until either the Xxxxx Registration Parties, the SL North Island Registration Parties or the Temasek Registration Parties are Excluded Parties with respect to such registration (y) thereafter (or first, any of the Xxxxx Registration Parties, SL North Island Registration Parties or Temasek Registration Parties are Declining Parties), to the Remaining Registration Party Groups, based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration Party Groups have been fully allocated all its Registrable Securities sought or requested to be included in such registration and (z) thereafter, 100% to the sole Remaining Registration Party Groups seeking or requesting inclusion in such registration; (3) third, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and (4) fourth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.