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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing that, in its opinion, the inclusion in the Registration Statement of some or all the shares of Common Stock sought to be Registered by the Company, Sponsor Stockholder 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 reasonably advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such Registration is by the Company for its own account, (i) first, such number of shares of Common Stock as the Company proposes to Register for its own account, (ii) second, to the extent the number of shares of Common Stock to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to the extent the number of shares of Common Stock to be included in the Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock as all Other Holders request to be included for their own account (with such number of shares allocated pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent the number of shares of Common Stock to be included in the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests to be included.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such Registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more LGP Stockholders, such number of shares of Common Stock as the Company proposes selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Register for its own account, (iiSection 3.1(b)) second, collectively will have first priority and will be subject to the extent cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. To the Registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the foregoing clauses (i) and consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock any remaining capacity, the selling Stockholders as a group, on the one hand, and all Other Holders request other stockholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests Shares initially requested by them to be includedincluded in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), selling Stockholders in writing that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, then the number of Shares to be included in such an effect (the “Maximum Number”) as follows and underwritten offering shall be reduced in the following order of priority:. (a) if such Registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more Carlyle Stockholders, such number of shares of Common Stock as the Company proposes Carlyle Stockholders collectively will have first priority and will be subject to Register for its own account, (ii) second, to the extent cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering. To the extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. To the Registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the foregoing clauses (i) and consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock any remaining capacity, the selling Carlyle Stockholders as all Other Holders request a group will have first priority and will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. To the Registration pursuant extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to clause (i) of this subparagraph (b) is less than cutback pro rata based on the Maximum Number, such number of shares of Common Stock as the Company requests Shares initially requested by them to be includedincluded in such offering Except as contemplated by the preceding sentence, other shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Carlyle Majority Interest.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Securityholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, the price that will be paid in such an effect (offering or the “Maximum Number”) as follows and in the following order of priority: (a) if such Registration is by the Company for its own account, (i) firstmarketability thereof, such number of shares of Common Stock as the Company proposes to Register for its own account, (ii) second, to the extent offering will include only the number of shares Shares that the underwriters advise can be sold in such offering. If the offering is being made on account of Common Stock a demand made by the Refinitiv Holders or the Bank Holders, as applicable, pursuant to Section 2.1 hereof or Section 2.5 hereof, the selling Securityholders, any Employees (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and the Company, as applicable, will be subject to cutback pro rata based on the number of Registrable Securities and other Shares, as applicable, initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) who made the Registration demand for such offering or otherwise. If the Company is selling Shares for its own account in such offering and the offering is not being made on account of a demand made by the Refinitiv Holders or the Bank Holders, as applicable, pursuant to clause (i) is less than Section 2.1 hereof or Section 2.5 hereof, the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to Company will have first priority. To the extent of any remaining capacity, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) will be subject to cutback pro rata based on the number of shares of Common Stock Registrable Securities and other Shares, as applicable, initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) who made the Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Number, demand for such number of shares of Common Stock as all Other Holders request to be included for their own account (with such number of shares allocated pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one offering or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent the number of shares of Common Stock to be included in the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests to be includedotherwise.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such Registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more Carlyle Stockholders, the selling Stockholders (including those Carlyle Stockholders exercising piggyback rights pursuant to Section 4.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such number of shares of Common Stock as the Company proposes selling Stockholder (up to Register for its own account, (ii) second, to the extent the number of shares of Common Stock Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering). To the extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. To the Registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the foregoing clauses (i) and consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, and all Other Holders request other shareholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock Shares initially requested by such group to be included in such offering. The selling Carlyle Stockholders will be subject to cutback pro rata, based on the Registration pursuant Initial Capital Interest of each such selling Carlyle Stockholder (up to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests Shares initially requested by them to be includedincluded in such offering). Except as contemplated by the second preceding sentence, other shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Carlyle Majority Interest.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such Registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more Carlyle Stockholders, the selling Stockholders (including those Carlyle Stockholders exercising piggyback rights pursuant to Section 4.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such number of shares of Common Stock as the Company proposes selling Stockholder (up to Register for its own account, (ii) second, to the extent the number of shares of Common Stock Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering). To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. To the Registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the foregoing clauses (i) and consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, and all Other Holders request other stockholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock Shares initially requested by such group to be included in such offering. The selling Carlyle Stockholders will be subject to cutback pro rata, based on the Registration pursuant Initial Capital Interest of each such selling Carlyle Stockholder (up to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests Shares initially requested by them to be includedincluded in such offering). Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Carlyle Majority Interest.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Shareholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such Registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more Carlyle Shareholders, the selling Shareholders (including those Carlyle Shareholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such number of shares of Common Stock as the Company proposes selling Shareholder (up to Register for its own account, (ii) second, to the extent the number of shares of Common Stock Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering). To the extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. Except as contemplated by the Registration pursuant immediately preceding two sentences, other selling shareholders (other than transferees to whom a Carlyle Shareholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the foregoing clauses (i) and consent of Carlyle Shareholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock any remaining capacity, the selling Carlyle Shareholders as a group, on the one hand, and all Other Holders request other shareholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock Shares initially requested by such group to be included in such offering. The selling Carlyle Shareholders will be subject to cutback pro rata, based on the Registration pursuant Initial Capital Interest of each such selling Carlyle Shareholder (up to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests Shares initially requested by them to be includedincluded in such offering). Except as contemplated by the immediately preceding sentence, other shareholders (other than transferees to whom a Carlyle Shareholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Carlyle Majority Interest.

Cutbacks. (a) 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 any Demand Registration contemplating an Underwritten Offering, if the managing underwriters of such offering shall give notice to the Company (yit being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering) Sponsor Stockholder has made a Piggy-Back Request that, in accordance with Section 6.05 with respect their opinion, the number of Registrable Securities requested to be included in such offering and (z) a nationally recognized investment banking firm selected by the number of any equity securities which the Company and any Third-Party Security Holders propose to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing that, in its opinion, the inclusion in the Registration Statement of some or all the shares of Common Stock sought to be Registered by the Company, Sponsor Stockholder or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such Registration Statement such offering for sale for their respective accounts exceed the number of shares of Common Stock as the Company is reasonably advised Registrable Securities and such other equity securities which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Registrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering only the number of Registrable Securities and any such other equity securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an effect (Adverse Offering Effect. In such event, the “Maximum Number”) as follows Registrable Securities and any such other equity securities shall be included in the offering pursuant to such Demand Registration in the following order of priority: (a) if such Registration is by the Company for its own account, (i) first, such number all of shares of Common Stock as the Company proposes Demand Registrable Securities which can be so included without being reasonably likely to Register for its own account, have an Adverse Offering Effect; and (ii) second, if all of the Demand Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the Company and such Third-Party Security Holders in accordance with their separate agreements). (b) If not all of the Demand Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the Initiating Demand Holders and all other Holders electing to participate in such offering pursuant to Section 3(a) or Section 3(b) pro rata based on the relative number of Demand Registrable Securities beneficially owned by each such Holder as of the date on which the Demand Notice related thereto was received by the Company. (c) Each Holder wishing to include Registrable Securities pursuant to Section 4(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 4(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering), that, in their opinion, the number of securities the Company proposes to sell for its own account or for the account of any such other security holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have an Adverse Offering Effect with respect to the securities to be offered for the account of the Company or such other security holder, there shall be included in such offering only the number of Registrable Securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. If not all of the Registrable Securities requested to be included in such offering may be so included without being reasonably likely to have an Adverse Offering Effect, the Registration pursuant to clause (i) is less than reduction in the Maximum Number, such aggregate number of Piggy-Back Registrable Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to the extent the number of shares of Common Stock to that shall be included in such offering shall be allocated among the Holders who have requested Registrable Securities to be so included pro rata based on the relative number of Registrable Securities beneficially owned by each such Holder as of the date on which the Company provides notice of its proposed filing of a Registration Statement pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock as all Other Holders request to be included for their own account (with such number of shares allocated pro rata among the Other Holders in proportion to their respective beneficial ownership of such sharesSection 4(a); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent the number of shares of Common Stock to be included in the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests to be included.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their opinion, the inclusion in the Registration Statement of some or all the shares of Common Stock sought to be Registered by the Company, Sponsor Stockholder 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 requested to be included in an underwritten offering exceeds the Company is reasonably advised amount that can be sold in such offering without such an effect (adversely affecting the “Maximum Number”) as follows and in distribution of the following order of priority: (a) if such Registration is by the Company for its own account, (i) firstshares being offered, such number of shares of Common Stock as the Company proposes to Register for its own account, (ii) second, to the extent offering will include only the number of shares that the underwriters advise can be sold in such offering. If the underwritten offering is one that was requested by First Reserve and First Reserve designates such offering as a priority offering, then First Reserve will have first priority in such offering; provided that First Reserve may not designate more than two such offerings as priority offerings. To the extent of Common Stock any remaining capacity in a priority offering, the selling Stockholders (other than First Reserve) will have priority over shares that the Company desires to sell for its own account and will be subject to cutback pro rata based on the number of shares initially requested by the selling Stockholders to be included in such offering. If the Registration pursuant underwritten offerings is not a priority offering but is requested by First Reserve or the Non-Sponsor Majority Holders, the selling Stockholders will have priority over shares that the Company desires to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes sell for its own account and will be subject to be included pursuant to a Piggy-Back Request, and (iii) third, to the extent cutback pro rata based on the number of shares of Common Stock initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the Registration pursuant to demand for such offering. If the foregoing clauses (i) underwritten offering is one initiated by the Company and (ii) is less than was not requested by First Reserve or the Maximum Number, such number of shares of Common Stock as all Other Holders request to be included for their own account (with such number of shares allocated pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Non-Sponsor Majority Holders, (i) first, then the Company will have first priority in such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, offering; to the extent of any remaining capacity, the selling Stockholders will be subject to cutback pro rata based on the number of shares of Common Stock initially requested by the selling Stockholders to be included in such offering. Except as contemplated by Section 6.1(b), shares held by other selling holders who are not Stockholders will be included in an underwritten offering only with the Registration pursuant to clause (i) consent of this subparagraph (b) is less than Stockholders holding a majority of the Maximum Number, shares being sold in such number of shares of Common Stock as the Company requests to be includedoffering.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Shares requested to be Registered by included in an underwritten offering exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such Registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more Xxxxxxx Stockholders, such number of shares of Common Stock as the Company proposes selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Register for its own account, (iiSection 3.1(b)) second, collectively will have first priority and will be subject to the extent cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares of Common Stock Shares initially requested by them to be included in such offering. To the Registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the foregoing clauses (i) and consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock any remaining capacity, the selling Stockholders as a group, on the one hand, and all Other Holders request other stockholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests Shares initially requested by them to be includedincluded in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Xxxxxxx Majority Interest.

Cutbacks. (i) In the event that (x) the Company proposes or is required (other than case of an Underwritten Offering pursuant to a Takedown Request or Demand RequestRegistration under Section 3(a) and Section 3(d)(i), if the managing underwriter advises the Demand Party in writing that the inclusion of all Registrable Securities proposed to Register Common Stock be included in connection such registration would interfere with an the successful marketing (including pricing) of such Underwritten Offering, (y) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by then the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder number of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing that, in its opinion, the inclusion in the Registration Statement of some or all the shares of Common Stock sought Registrable Securities to be Registered by the Company, Sponsor Stockholder or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include included in such Registration Statement such number of shares of Common Stock as registration shall be allocated among the Company is reasonably advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and selling Stockholders in the following order of priority: (a) if such Registration is by the Company for its own account, (i1) first, such number of shares of Common Stock as to the Company proposes Registrable Securities to Register for its own account, be offered in Escrowed Share Sales; (ii2) second, to the extent the number of shares of Common Stock Registrable Securities to be included offered in the Registration pursuant to clause Indemnity Transfers (i) is less other than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and in Escrowed Share Sales); and (iii3) third, to the extent Registrable Securities to be offered by the Stockholders (other than Indemnity Transfers), pro rata based on the total number of shares Registrable Securities held by the Stockholders; (ii) In the case of an Underwritten Offering pursuant to a Primary Registration under Section 3(d)(ii), if the managing underwriter advises the Company in writing that the inclusion of the Class A Common Stock or other Equity Securities proposed to be included by the Company, together with (A) the Registrable Securities proposed to be included by the Stockholders and (B) the Class A Common Stock or other Equity Securities proposed to be included by any Third Party Piggyback Holders, would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the securities to be included in the Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock as all Other Holders request to Underwritten Offering shall be included for their own account (with such number of shares allocated pro rata among the Other Company, the Stockholders and any Third Party Piggyback Holders in proportion to their respective beneficial ownership the following order of such shares); orpriority: (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i1) first, such to the Registrable Securities to be offered by the Stockholders, pro rata based on the total number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included Registrable Securities held by the Stockholders; (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii2) second, to the extent the number of shares of Class A Common Stock or other Equity Securities to be offered by the Company; and (3) third, to the Class A Common Stock or other Equity Securities to be offered by any Third Party Piggyback Holders. (iii) In the case of an Underwritten Offering pursuant to a Third Party Registration under Section 3(d)(ii), if the managing underwriter advises the Third Party Demand Holder in writing that the inclusion of the Class A Common Stock or other Equity Securities proposed to be included by the Third Party Demand Holder, together with (A) the Registrable Securities proposed to be included by the Stockholders, (B) the Class A Common Stock or other Equity Securities proposed to be included by the Company and (C) the Class A Common Stock or other Equity Securities proposed to be included by Third Party Piggyback Holders, would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the securities to be included in such Underwritten Offering shall be allocated among the Registration pursuant Third Party Demand Holders, the Stockholders, the Company and the Third Party Piggyback Holders in the following order of priority: (1) first, to clause the Class A Common Stock or other Equity Securities to be offered by the Third Party Demand Holders; (i2) of this subparagraph (b) is less than second, to the Maximum NumberRegistrable Securities to be offered by the Stockholders, such pro rata based on the total number of shares of Registrable Securities held by the Stockholders; (3) third, to the Class A Common Stock as or other Equity Securities to be offered by the Third Party Piggyback Holders, pro rata based on the total Equity Securities of the Company requests held by them; and (4) fourth, to the Class A Common Stock or other Equity Securities to be includedoffered by the Company.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing Holders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Registrable Shares requested to be Registered by included in an underwritten offering (including any underwritten shelf takedown) exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Common Shares being offered, such offering will include, subject to the other provisions of this Section 3.4, only the number of Registrable Shares that the managing underwriters advise can be sold in such offering. In the case that more than one Holder is participating in such an effect (offering, any cutback shall be applied to the “Maximum Number”) as follows and participating Holders on a pro rata basis in relation to the number of Registrable Shares they are registering in the following order of priority:respective offering. (a) if such Registration is by In the case of a registered offering upon the Holders' request pursuant to Section 2.1, the Holders will have first priority. To the extent of any remaining capacity, the Company for its own accountwill have second priority. To the extent of any remaining capacity, (i) first, such number all other shareholders of shares of Common Stock as the Company proposes having similar registration rights will have third priority and will be subject to Register for its own account, (ii) second, to the extent cutback pro rata based on the number of common shares of the Company then held by each such shareholder. (b) In the case of a registered offering (including any underwritten shelf takedown) upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the Holders and any other holders of securities of the Company having registration rights that are neither expressly senior nor subordinated to the Registrable Shares shall have second priority and will be subject to cutback pro rata based on the number of Common Stock Shares then held by the Holders and such other selling security holders, respectively (up to the number of Common Shares initially requested by them to be included in such offering). To the Registration pursuant to clause (i) is less than the Maximum Number, such number extent of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Requestany remaining capacity, and (iii) third, only if all Common Shares referred to in the extent the number of shares of Common Stock to be preceding sentence have been included in the Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Numbersuch registration, any other securities eligible for inclusion in such number of shares of Common Stock as all Other Holders request to be included for their own account (with such number of shares allocated pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent the number of shares of Common Stock to be included in the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests to registration may be included.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Registrable Shares requested to be Registered by included in an underwritten offering (including any underwritten shelf takedown) exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the distribution of the Registrable Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Registrable Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if In the case of a registered offering (including any underwritten shelf takedown) upon the request of Stockholders pursuant to Section 2.1 or Section 2.2, the selling Stockholders collectively will have first priority and will be subject to cutback pro rata based on the respective number of Registrable Shares then held by each such Registration is selling Stockholder (up to the number of Registrable Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, the Company for its own account, (i) first, such number of shares of Common Stock as the Company proposes to Register for its own account, (ii) second, to will have second priority. To the extent of any remaining capacity, all other stockholders having similar registration rights will have third priority and will be subject to cutback pro rata based on the number of shares of Common Stock the Company giving rise to such registration rights then held by each such stockholder. Except as contemplated by the immediately preceding two sentences, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders representing a majority of the Registrable Shares then held by all Stockholders. (b) In the case of a registered offering (including any underwritten shelf takedown) upon the initiative of the Company or any third party or parties (other than the Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the Company or security holders having registration rights existing prior to the Effective Time, as applicable, will have second priority and will, with respect to any such security holders, be subject to cutback pro rata based on the number of shares giving rise to such registration rights then held by each such security holder in accordance with the applicable registration rights agreements. To the extent of any remaining capacity, the selling Stockholders and any other holders of securities of the Company having registration rights that are neither expressly senior nor subordinated to the Registrable Shares shall have third priority and will be subject to cutback pro rata based on the number of Registrable Shares then held by such selling Stockholders and shares giving rise to such registration rights then held by such other selling security holders, respectively (up to the number of shares initially requested by them to be included in such offering). To the Registration pursuant to clause (i) is less than the Maximum Number, such number extent of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Requestany remaining capacity, and (iii) third, only if all shares referred to in the extent the number of shares of Common Stock to be preceding sentence have been included in the Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Numbersuch registration, any other securities eligible for inclusion in such number of shares of Common Stock as all Other Holders request to be included for their own account (with such number of shares allocated pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent the number of shares of Common Stock to be included in the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as the Company requests to registration may be included.

Cutbacks. In If the event that (x) managing underwriters advise 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) Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, Sponsor Stockholder or any other holder of Common Stock intending to offer Common Stock in the offering, as applicable (each, an “Other Holder”), in writing selling Stockholders that, in its their good faith opinion, the inclusion in the Registration Statement number of some or all the shares of Common Stock sought Registrable Shares requested to be Registered by included in an underwritten offering (including any underwritten shelf takedown) exceeds the Company, Sponsor Stockholder 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 reasonably advised amount that can be sold in such offering without adversely affecting the offering price of the shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Registrable Shares that the managing underwriters advise can be sold in the following order of priority:such offering. (a) if In the case of an underwritten offering (including any underwritten shelf takedown) upon the request of Stockholders pursuant to Section 2.1 or Section 2.2, the selling Stockholders collectively will have first priority and will be subject to cutback pro rata based on the respective number of Registrable Shares requested by each such Registration is selling Stockholder to be included in such offering (up to the number of Registrable Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, the Company for its own account, (i) first, such number of shares of Common Stock as the Company proposes to Register for its own account, (ii) second, to will have second priority. To the extent of any remaining capacity, any other stockholders having registration rights shall have third priority and will be subject to cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the preceding sentence has been included in such registration, any other shares of Common Stock eligible for inclusion in such offering may be included. (b) In the case of a underwritten offering (including any underwritten shelf takedown) upon the initiative of the Company or any third party or parties (other than the Stockholders or the Xxxxxxx Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the Stockholders shall have second priority. To the extent of any remaining capacity, the Company shall have third priority and will be subject to cutback pro rata based on the number of Registrable Shares then held by such selling Stockholders (up to the number of Registrable Shares initially requested by them to be included in the Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request, and (iii) third, to offering). To the extent of any remaining capacity, any other stockholders having registration rights shall have fourth priority and will be subject to cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to be in the preceding sentence has been included in the Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Numbersuch registration, such number of any other shares of Common Stock as all Other Holders request eligible for inclusion in such offering may be included. (c) In the case of a underwritten offering (including any underwritten shelf takedown) upon the initiative of the Xxxxxxx Stockholders, the Xxxxxxx Stockholders and the Stockholders shall have first priority and will be subject to be included for their own account (with such number of shares allocated cutback pro rata among the Other Holders in proportion to their respective beneficial ownership of such shares); or (b) if such Registration is pursuant to the Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock as such Other Holder(s) and Sponsor Stockholder propose to be included (with such number of shares allocated pro rata among the Other Holder(s) and Sponsor Stockholder in proportion to their respective beneficial ownership of such shares) and (ii) second, to the extent based on the number of shares of Common Stock then held by each such security holder (up to be included in the Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of Common Stock as initially requested by them to be included in such offering). To the extent of any remaining capacity, the Company requests will have second priority. To the extent of any remaining capacity, any other stockholders having registration rights shall have third priority and will be subject to cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the preceding sentence has been included in such registration, any other securities eligible for inclusion in such offering may be included.