Common use of Inclusion of Other Securities; Cutback Clause in Contracts

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s securities who has registration rights, may include his, her or its securities in any Demand Registration; provided, however, that if the managing underwriter of a proposed Underwritten Offering contemplated by such Demand Registration advises the Holder or Holders in writing that the total amount or kind of securities to be included in such proposed Underwritten Offering is sufficiently large or of a type which such managing underwriter believes would adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them in the following order of priority (with the securities to be reduced first listed first): (i) securities other than Registrable Securities offered by Persons other than the Company; (ii) securities offered by the Company; and (iii) Registrable Securities; provided, that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offering.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s securities who has registration rights, may include his, her or its securities in any Demand Registrationdemand registration effected pursuant to this Section 2.1 on a basis no less favorable to the Holders than that of any other holder of the Common Stock of the Company who has registration rights; provided, however, that if the managing underwriter of a proposed Underwritten Offering contemplated by such Demand Registration thereby advises the Holder or Holders in writing that the total amount or kind of securities to be included in such proposed Underwritten Offering public offering exceeds the number or is sufficiently large or not of a type which that can be sold in such managing underwriter believes would adversely affect offering within a price range acceptable to the marketability, proposed offering price, timing or method of distribution of the offeringHolders, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them managing underwriter’s recommendation in the following order of priority (with the securities to be reduced first listed first): (i) securities other than Registrable Securities offered by Persons other than the CompanySecurities; (ii) securities offered by the Company; and (iii) Registrable Securities; and provided, further, that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offeringunderwriting.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s securities who has existing registration rightsrights or is granted subsequent registration rights in accordance with Section 10 hereof, may include his, her or its securities in any Demand Registrationdemand registration effected pursuant to this Section 2 on a basis no less favorable to the Demanding Holders than that of any other holder of the Common Stock of the Company; provided, however, that if the managing or lead underwriter or underwriters of a proposed Underwritten Offering contemplated by such Demand Registration advises thereby advise the Holder or Demanding Holders in writing that the total amount or kind number of securities to be included in such proposed Underwritten Offering is sufficiently large or of public offering exceeds the number that can be sold in such offering within a type which such managing underwriter believes would adversely affect price range acceptable to the marketability, proposed offering price, timing or method of distribution selling Holders holding a majority of the offeringRegistrable Securities included in the demand registration, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group (or in such other manner as any agreement among them may provide) in accordance with the number of shares of each such kind of securities held by each of them managing underwriter’s recommendation in the following order of priority (with the securities to be reduced first listed first): (i) securities other than Registrable Securities offered by Persons other than the Company; (ii) securities offered by the Company; and (iii) Registrable Securities; and provided, further, that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offeringunderwriting.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s 's securities who has registration rights, may include his, her or its securities in any Demand Registrationdemand registration effected pursuant to this Section 2 on a basis no less favorable to the Initial Investors than that of any other Holder of the Common Stock of the Company; provided, however, that if the managing underwriter of a proposed Underwritten Offering contemplated by such Demand Registration thereby advises the Holder or Holders Initial Investors in writing that the total amount or kind of securities to be included in such proposed Underwritten Offering public offering exceeds the number or is sufficiently large or not of a type which that can be sold in such managing underwriter believes would adversely affect offering within a price range acceptable to the marketability, proposed offering price, timing or method of distribution of the offeringInitial Investors, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them managing underwriter's recommendation in the following order of priority (with the securities to be reduced first listed first): (i) securities other than Registrable Securities offered by Persons other than the CompanySecurities; (ii) securities offered by the Company; and (iii) Registrable Securities; and provided, further, that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offeringunderwriting.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s securities Common Stock who has registration rights, may include his, her or its securities Common Stock in any the Demand RegistrationRegistration effected pursuant to this Section 1(a); provided, however, that if the managing underwriter of a proposed Underwritten Offering underwritten offering contemplated by such Demand Registration thereby advises the Holder or Holders Foreman in writing that the total amount or kind of securities to be included xx xxxxuded in such proposed Underwritten Offering public offering is sufficiently large or of a type which such managing underwriter believes would materially adversely affect the marketability, proposed offering price, timing or method of distribution success of the offeringproposed public offering requested by Foreman, then the amount or kind of securities offered for the account of accxxxx xx the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them managing underwriter's recommendation in the following order of priority (with the securities to be reduced first listed first): (i1) securities other than Registrable Securities offered by Persons other than the Company; Foreman Shares, (ii2) securities offered by the Company; , and (iii3) Registrable SecuritiesForxxxx Xxares; provided, provided that no Registrable Securities Foreman Shares shall be reduced until all uxxxx xxl securities other than Registrable Securities Foxxxxx Xhares and securities offered by the Company are entirely excluded xxxxxxxd from the offeringunderwriting.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s 's securities who has registration rights, may include his, her or its securities in any Demand Registrationdemand registration effected pursuant to this Section 3; provided, however, that if the managing underwriter of a proposed Underwritten Offering contemplated by such Demand Registration thereby advises the Holder or Holders in writing that the total amount or kind of securities to be included in such proposed Underwritten Offering public offering is sufficiently large or of a type which such managing underwriter believes would materially adversely affect the marketability, proposed offering price, timing or method of distribution success of the offeringproposed public offering requested by the Holder or Holders, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them managing underwriter's recommendation in the following order of priority (with the securities to be reduced first listed first): (i) securities other than Registrable Securities offered by Persons other than the Company; Securities, (ii) securities offered by the Company; and , (iii) the GP Securities and (iv) Registrable Securities other than the GP Securities; provided, and provided that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offeringunderwriting.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s securities who has registration rights, may include his, her or its securities in any Demand Registrationregistration effected pursuant to this Section 2.1 on a basis no less favorable to the Holders than that of any other holder of the Common Stock of the Company who has registration rights; provided, however, that if the managing underwriter of a proposed Underwritten Offering contemplated by such Demand Registration thereby advises the Holder or Holders in writing that the total amount or kind of securities to be included in such proposed Underwritten Offering public offering exceeds the number or is sufficiently large or not of a type which that can be sold in such managing underwriter believes would adversely affect offering within a price range acceptable to the marketability, proposed offering price, timing or method of distribution of the offeringHolders, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them managing underwriter’s recommendation in the following order of priority (with the securities to be reduced first listed first): (i) securities other than Registrable Securities offered by Persons other than the CompanySecurities; (ii) securities offered by the Company; and (iii) Registrable Securities; and provided, further, that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offeringunderwriting.

Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s securities who has existing registration rightsrights or is granted subsequent registration rights in accordance with Section 10 hereof, may include his, her or its securities in any Demand Registrationdemand registration effected pursuant to this Section 2 on a basis no less favorable to the Demanding Holders than that of any other holder of the Common Stock of the Company; provided, however, that if the managing or lead underwriter or underwriters of a proposed Underwritten Offering contemplated by such Demand Registration advises thereby advise the Holder or Demanding Holders in writing that the total amount or kind number of securities to be included in such proposed Underwritten Offering is sufficiently large or of public offering exceeds the number that can be sold in such offering within a type which such managing underwriter believes would adversely affect price range acceptable to the marketability, proposed offering price, timing or method of distribution selling Holders holding a majority of the offeringRegistrable Securities included in the demand registration, then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with the number of shares of each such kind of securities held by each of them managing underwriter’s recommendation in the following order of priority (with the securities to be reduced first listed first): (i) securities other than (A) Registrable Securities offered and (B) securities held by Persons other than the CompanyOther Restricted Stockholders; (ii) securities offered by the Company; (iii) securities held by the Other Restricted Stockholders; and (iiiiv) Registrable Securities; and provided, further, that no Registrable Securities shall be reduced until all securities other than Registrable Securities and securities offered by the Company are entirely excluded from the offeringunderwriting.