Common use of Cutbacks Clause in Contracts

Cutbacks. If the managing underwriters advise PubCo and the selling Securityholders that, in their opinion, the number of Registrable Securities requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and the offering is not being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, PubCo will have first priority. If PubCo is selling Registrable Securities for its own account in such offering and the offering is being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, the Person making the demand, whether it be Cadent or HoldCo, will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) based on who made the demand for such offering or otherwise.

Cutbacks. If the managing underwriters advise PubCo the Registrant and the selling Securityholders Holders that, in their reasonable opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities Shares that the underwriters advise can be sold in such offeringoffering without such adverse effect. If PubCo the Registrant is selling Registrable Securities Shares for its own account in such offering (for clarity, excluding Shares to be sold by the Registrant for its own account to the extent the proceeds from such sale will be used to purchase LLC Units from Holders), and the offering is not being made on account of a demand made by Cadent or HoldCoa Principal Stockholder, as applicable, pursuant to Section 2.1 hereof, PubCo the Registrant will have first priority. If PubCo is selling Registrable Securities for its own account in such offering priority and the offering is being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, the Person making the demand, whether it be Cadent or HoldCo, will have first priority. To the extent of any remaining capacity, and unless otherwise determined by each Principal Stockholder who requested to sell Registrable Securities in all other casessuch offering, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo Holders will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) Holders based on who made the demand for such offering or otherwisewho is exercising piggyback rights. In all other cases, the Holders will have first priority, and unless otherwise determined by each Principal Stockholder who requested to sell Registrable Securities in such offering, the selling Holders will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Holders based on who made the demand for such offering or who is exercising piggyback rights.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders that, in their opinion, the number of Registrable Securities requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering. If PubCo the Company is selling Registrable Securities for its own account in such offering and the offering is not being made on account of a demand made by Cadent or HoldCoCWE, as applicable, pursuant to Section 2.1 hereof, PubCo the Company will have first priority. If PubCo the Company is selling Registrable Securities for its own account in such offering and the offering is being made on account of a demand made by Cadent or HoldCoCWE, as applicable, pursuant to Section 2.1 hereof, the Person making the demand, whether it be Cadent or HoldCoCWE, will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo the Company will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) based on who made the demand for such offering or otherwise.