CUTBACKS IN UNDERWRITTEN REGISTRATIONS Sample Clauses

CUTBACKS IN UNDERWRITTEN REGISTRATIONS. In connection with any registration hereunder in which more than one securityholder has a right to request registration of its Common Stock, in the event that such registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise the securityholders participating in such offering that the total number of shares of Common Stock to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of Common Stock), then the Issuer shall include in any such total number of Registrable Securities and all other shares of Common Stock which have registration rights with respect to such registration to be offered for the account of all securityholders shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters, provided that the shares of Common Stock to be excluded shall be determined in the following sequence: (i) first, there shall be excluded shares of Common Stock held by securityholders of the Issuer other than the holders of Registrable Securities requesting and legally entitled to include such shares of Common Stock in such registration, on a PRO RATA basis (based upon the number of shares of Common Stock requested (or proposed) to be registered by each such holder and (ii) second, Registable Securities, on a PRO RATA basis (based upon the number of Registrable Securities requested to be included in such registration).