Common use of Offerings by the Company Clause in Contracts

Offerings by the Company. Each Stockholder who wishes to include Registrable Common Shares 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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares in any such offering only to the extent that the inclusion of such Registrable Common Shares can be included without having an Adverse Offering Effect. In connection with the inclusion of Registrable Common Shares pursuant to Section 4(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders who have requested to include Registrable Common Shares in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the Stockholders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares to be included in such offering shall be allocated pro-rata among the Stockholders who have requested Registrable Common Shares be so included based on the number, as of the date of delivery of the first Cutback Notice delivered to the Stockholders in connection with such offering, of Registrable Common Shares requested by the Stockholders to be included in such offering. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to or the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders who have requested to include Registrable Common Shares in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the Holders and the Series A Preferred Stockholders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or the Company (if the offering shall not be an Underwritten Offering) the Company), can be included without having an Adverse Offering Effectadversely affecting the offering of all of the securities that the Company wishes to sell for its own account. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested that their Registrable Securities be so included and (ii) the Series A Preferred Stockholders who have requested that their Series A Registrable Common Shares Securities be so included included, based on the as-converted number, as of the date of delivery of the first Cutback Notice delivered to the Stockholders in connection with such offeringHolders and Series A Preferred Stockholders, of shares of Common Stock represented by Registrable Common Shares Securities or Series A Registrable Securities, as the case may be, that each Holder and each Series A Preferred Stockholder has requested by the Stockholders to be so included, assuming that all of such Holder's Registrable Securities and all of such Series A Preferred Stockholder's Series A Registrable Securities requested to be so included in that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such offeringdate. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effectadversely affecting the offering of all of the securities that the Company, all of the Registrable Securities that each Holder, and all of the Series A Registrable Securities that each Series A Preferred Stockholder proposes to sell for its own account in such offering.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to or the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders who have requested to include Registrable Common Shares in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the Holders and the WCAS Stockholders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or the Company (if the offering shall not be an Underwritten Offering) the Company), can be included without having an Adverse Offering Effectadversely affecting the offering of all of the securities that the Company wishes to sell for its own account. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested that their Registrable Securities be so included and (ii) the WCAS Stockholders who have requested that their WCAS Registrable Common Shares Securities be so included included, based on the as-converted number, as of the date of delivery of the first Cutback Notice delivered to the Stockholders in connection with such offeringHolders and WCAS Stockholders, of shares of Common Stock represented by Registrable Common Shares Securities or WCAS Registrable Securities, as the case may be, that each Holder and each WCAS Stockholder has requested by the Stockholders to be so included, assuming that all of such Holder's Registrable Securities and all of such WCAS Stockholder's WCAS Registrable Securities requested to be so included in that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such offeringdate. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effectadversely affecting the offering of all of the securities that the Company, all of the Registrable Securities that each Holder, and all of the WCAS Registrable Securities that each WCAS Stockholder proposes to sell for its own account in such offering.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders Holders who have requested to include Registrable Common Shares Securities in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the StockholdersHolders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested Registrable Securities be so included, (ii) the Series A Preferred Stockholders who have requested Series A Registrable Securities be so included and (iii) the FD Holders who have requested FD Registrable Common Shares be so included included, based on the number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the Series A Preferred Stockholders and the FD Holders in connection with such offering, of shares of Common Stock represented by the Registrable Securities, the Series A Registrable Securities or the FD Registrable Common Shares Shares, as the case may be, requested by the Holders, the Series A Preferred Stockholders and the FD Holders to be included in such offering, calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders and all of the Series A Registrable Securities of the Series A Preferred Stockholders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders Holders who have requested to include Registrable Common Shares Securities in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the StockholdersHolders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested Registrable Securities be so included, (ii) the Series A Preferred Stockholders who have requested Series A Registrable Common Shares Securities be so included and (iii) the WCAS Securityholders who have requested WCAS Registrable Securities be so included, based on the number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the Series A Preferred Stockholders and the WCAS Securityholders in connection with such offering, of shares of Common Stock represented by the Registrable Common Shares Securities, the Series A Registrable Securities or the WCAS Registrable Securities, as the case may be, requested by the Holders, the Series A Preferred Stockholders and the WCAS Securityholders to be included in such offering, calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders, all of the Series A Registrable Securities of the Series A Preferred Stockholders and all of the WCAS Registrable Securities of the WCAS Securityholders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders Holders who have requested to include Registrable Common Shares Securities in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the StockholdersHolders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested Registrable Securities be so included, (ii) the Series A Preferred Stockholders who have requested Series A Registrable Common Shares Securities be so included and (iii) the TCP Holders who have requested TCP Registrable Securities be so included, based on the number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the Series A Preferred Stockholders and the TCP Holders in connection with such offering, of shares of Common Stock represented by the Registrable Common Shares Securities, the Series A Registrable Securities or the TCP Registrable Securities, as the case may be, requested by the Holders, the Series A Preferred Stockholders and the TCP Holders to be included in such offering, calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders, all of the Series A Registrable Securities of the Series A Preferred Stockholders and all of the TCP Registrable Securities of the TCP Holders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders Holders who have requested to include Registrable Common Shares Securities in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the StockholdersHolders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested Registrable Securities be so included, (ii) the WCAS Stockholders who have requested WCAS Registrable Common Shares Securities be so included and (iii) the TCP Holders who have requested TCP Registrable Securities be so included, based on the number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the WCAS Stockholders and the TCP Holders in connection with such offering, of shares of Common Stock represented by the Registrable Common Shares Securities, the WCAS Registrable Securities or the TCP Registrable Securities, as the case may be, requested by the Holders, the WCAS Stockholders and the TCP Holders to be included in such offering, calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders, all of the WCAS Registrable Securities of the WCAS Stockholders and all of the TCP Registrable Securities of the TCP Holders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares 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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares in any such offering only to the extent that the inclusion of such Registrable Common Shares can shall not reduce the number of shares of Common Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares pursuant to Section 4(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders Holders who have requested to include Registrable Common Shares in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the StockholdersHolders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Stockholders Holders who have requested Registrable Common Shares be so included, (ii) the Series A Preferred Stockholders who have requested Series A Registrable Securities be so included and (iii) the WCAS Securityholders who have requested WCAS Registrable Securities be so included, based on the number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the Series A Preferred Stockholders and the WCAS Securityholders in connection with such offering, of shares of Common Stock represented by the Registrable Common Shares Shares, the Series A Registrable Securities or the WCAS Registrable Securities, as the case may be, requested by the Holders, the Series A Preferred Stockholders and the WCAS Securityholders to be included in such offering, calculated on an as-converted basis assuming that all of the Series A Registrable Securities of the Series A Preferred Stockholders and all of the WCAS Registrable Securities of the WCAS Securityholders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.

Offerings by the Company. Each Stockholder who wishes Holder wishing to include Registrable Common Shares Securities pursuant to Section 4(a5(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 (other than in connection with an Excluded Registration) shall have the right to include such Registrable Common Shares 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 Shares can Stock or other securities to be included without having an Adverse Offering Effectoffered and sold therein by the Company for its own account. In connection with the inclusion of Registrable Common Shares Securities pursuant to Section 4(a5(a) in any such offering by the Company, if the lead managing underwriter or underwriters in an Underwritten Offering delivers a Cutback Notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of any such notice to all Stockholders Holders who have requested to include Registrable Common Shares Securities in such offering) or (if the offering shall not be an Underwritten Offering) the Company delivers a Cutback Notice to the StockholdersHolders, then the Company shall include in such offering, in addition to the securities the Company proposes to sell for its own account, only the aggregate number of Registrable Common Shares securities that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, can be included without having an Adverse Offering Effect. Such aggregate number of Registrable Common Shares securities to be included in such offering shall be allocated pro-on a pro rata basis among (i) the Holders who have requested Registrable Securities be so included, (ii) the WCAS Stockholders who have requested WCAS Registrable Securities be so included and (iii) the FD Holders who have requested FD Registrable Common Shares be so included included, based on the number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the WCAS Stockholders and the FD Holders in connection with such offering, of shares of Common Stock represented by the Registrable Securities, the WCAS Registrable Securities or the FD Registrable Common Shares Shares, as the case may be, requested by the Holders, the WCAS Stockholders and the FD Holders to be included in such offering, calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders and all of the WCAS Registrable Securities of the WCAS Stockholders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date. No other securities shall be included in such offering except to the extent that, in the reasonable and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Company, such securities can be included without having an Adverse Offering Effect.