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 5.2(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: (i) 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; and (ii) second, subject to the priorities described in Article IV with respect to the GA Registration Parties and HF Registration Parties, Registrable Securities and any remaining Other Securities (other than Company Securities) that are requested to be included in such registration pursuant to this Section 5.2 and the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities and fully vested Other Securities owned by the Persons seeking such registration.

Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 5.2(a4.2(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: (i) 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; and (ii) second, subject to the priorities described in Article IV with respect to the GA Registration Parties and HF Registration Parties, Registrable Securities and any remaining Other Securities (other than Company SecuritiesOther Securities sold for the account of the Company) that are requested to be included in such registration pursuant to this Section 5.2 4.2 and the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities and fully vested Other Securities owned by the Persons seeking such registration; and (ii) second, Other Securities for the account of the Company that can be sold without having the adverse effect referred to above.