Common use of Cutbacks Clause in Contracts

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock in connection with an Underwritten Offering, (y) the Stockholder or its Subsidiaries has made a Piggy-Back Request with respect to such offering, and (z) the managing underwriter thereof shall have reasonably advised the Company, the Stockholder, the Stockholder’s Subsidiary or any other holder of Common Stock intending to offer Common Stock in the offering (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock sought to be registered by the Company, the Stockholder, the Stockholder’s Subsidiary or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority:

Cutbacks. In the event that (xA) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock Ordinary Shares in connection with an Underwritten Offering, (yB) the Stockholder Subscriber or its Subsidiaries has Affiliates have made a Piggy-Back Piggyback Request with respect to such offering, and (zC) the managing underwriter thereof shall have reasonably advised the Company, the StockholderSubscriber, the StockholderSubscriber’s Subsidiary Affiliates or any other holder of Common Stock Ordinary Shares intending to offer Common Stock Ordinary Shares in the offering (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock Ordinary Shares sought to be registered by the Company, the StockholderSubscriber, the StockholderSubscriber’s Subsidiary Affiliates or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock Ordinary Shares as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: