Common use of Other Offerings Clause in Contracts

Other Offerings. In connection with any offering described in Section 4(a), other than an offering covered by a Registration Statement filed pursuant to Section 3 or an offering by the Company for its own account, if the lead managing underwriter or underwriters (if the offering shall be an Underwritten Offering) or the Initiating Securityholder (if the offering shall not be 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), then the Company shall include in such offering only the number of Registrable Common Shares and other securities that, in the good faith opinion of such underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Initiating Securityholder, can be included without having an Adverse Offering Effect. In such event, the Registrable Common Shares and other securities to be included in such offering shall consist of (i) first, all of the Other Registrable Securities that the Initiating Securityholder propose to sell, and (ii) second, all of the Registrable Common Shares that the Stockholders propose to sell pursuant to Section 4 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 Initiating Securityholder, can be sold without having an Adverse Offering Effect (with any reduction in such number being allocated pro-rata based on the number, as of the date of delivery of the first Cutback Notice delivered to the Stockholders, 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.

Other Offerings. In connection with any offering described in Section 4(a), other than an offering covered by a Registration Statement filed pursuant to Section 3 of this Agreement, Section 4 of the Series A Registration Rights Agreement or Section 4 of the WCAS Registration Rights Agreement, or an offering by the Company for its own account, if the lead managing underwriter or underwriters (if the offering shall be an Underwritten Offering) or the Initiating Securityholder (if the offering shall not be 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), then the Company shall include in such offering only the number of Registrable Common Shares Shares, Series A Registrable Securities, WCAS Registrable Securities and other securities thatOther Registrable Securities which, in the good faith opinion of such underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Initiating SecurityholderSecurityholders, as the case may be, can be included without having an Adverse Offering Effect. In such event, the Registrable shares of Common Shares Stock and other securities to be included in such offering shall consist of (i) first, all of the Other Registrable Securities that the Initiating Securityholder propose to sell, and (ii) second, all of the Registrable Common Shares that the Holders propose to sell pursuant to Section 4, all of the Series A Registrable Securities that the Series A Preferred Stockholders propose to sell pursuant to Section 4 that5 of the Series A Registration Rights Agreement, in all of the reasonable WCAS Registrable Securities that the WCAS Securityholders propose to sell pursuant to Section 5 of the WCAS Registration Rights Agreement and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) all Other Registrable Securities that the Initiating Securityholder, can be sold without having an Adverse Offering Effect Securityholders propose to sell (with any reduction in such number being allocated pro-rata based on the number, as of the date of delivery of the first Cutback Notice delivered to the StockholdersHolders, 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 , (ii) second, the number, if any, of shares of Common Stock or other securities shall be included in such offering except the Company proposes to the extent sell for its own account 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 CompanyInitiating Securityholders, such securities as applicable, can be included sold without having an Adverse Offering Effect, and (iii) third, the number, if any, of other shares of Common Stock and other securities requested to be included in such offering that, in the reasonable and good faith opinion of such lead managing underwriter or the Initiating Securityholders, as applicable, can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company.

Other Offerings. In connection with any offering described in Section 4(a5(a), other than an offering covered by a Registration Statement filed pursuant to Section 4 of this Agreement, Section 4 of the Series A Registration Rights Agreement or Section 3 of the FD Registration Rights Agreement, or an offering by the Company for its own account, if the lead managing underwriter or underwriters (if the offering shall be an Underwritten Offering) or the Initiating Securityholder (if the offering shall not be 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), then the Company shall include in such offering only the number of Registrable Securities, Series A Registrable Securities, FD Registrable Common Shares and other securities thatOther Registrable Securities which, in the good faith opinion of such underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Initiating SecurityholderSecurityholders, as the case may be, can be included without having an Adverse Offering Effect. In such event, the Registrable shares of Common Shares Stock and other securities to be included in such offering shall consist of (i) first, all of the Other Registrable Securities that the Initiating Securityholder Holders propose to sell, and (ii) secondsell pursuant to Section 5, all of the Series A Registrable Common Shares Securities that the Series A Preferred Stockholders propose to sell pursuant to Section 5 of the Series A Registration Rights Agreement, all of the FD Registrable Common Shares that the FD Holders propose to sell pursuant to Section 4 that, in of the reasonable FD Registration Rights Agreement and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) all Other Registrable Securities that the Initiating Securityholder, can be sold without having an Adverse Offering Effect Securityholders propose to sell (with any reduction in such number being allocated pro-rata based on the number, as of the date of delivery of the first Cutback Notice delivered to the StockholdersHolders, 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 , (ii) second, the number, if any, of shares of Common Stock or other securities shall be included in such offering except the Company proposes to the extent sell for its own account 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 CompanyInitiating Securityholders, such securities as applicable, can be included sold without having an Adverse Offering Effect, and (iii) third, the number, if any, of other shares of Common Stock and other securities requested to be included in such offering that, in the reasonable and good faith opinion of such lead managing underwriter or the Initiating Securityholders, as applicable, can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company.”

Other Offerings. In connection with any offering described in Section 4(a5(a), other than an offering covered by a Registration Statement filed pursuant to Section 4 of this Agreement, Section 4 of the Series A Registration Rights Agreement or Section 3 of the FD Registration Rights Agreement, or an offering by the Company for its own account, if the lead managing underwriter or underwriters (if the offering shall be an Underwritten Offering) or the Initiating Securityholder (if the offering shall not be 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), then the Company shall include in such offering only the number of Registrable Securities, WCAS Registrable Securities, FD Registrable Common Shares and other securities thatOther Registrable Securities which, in the good faith opinion of such underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Initiating SecurityholderSecurityholders, as the case may be, can be included without having an Adverse Offering Effect. In such event, the Registrable shares of Common Shares Stock and other securities to be included in such offering shall consist of (i) first, all of the Other Registrable Securities that the Initiating Securityholder Holders propose to sell, and (ii) secondsell pursuant to Section 5, all of the WCAS Registrable Common Shares Securities that the WCAS Stockholders propose to sell pursuant to Section 5 of the WCAS Registration Rights Agreement, all of the FD Registrable Common Shares that the FD Holders propose to sell pursuant to Section 4 that, in of the reasonable FD Registration Rights Agreement and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) all Other Registrable Securities that the Initiating Securityholder, can be sold without having an Adverse Offering Effect Securityholders propose to sell (with any reduction in such number being allocated pro-rata based on the number, as of the date of delivery of the first Cutback Notice delivered to the StockholdersHolders, 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 , (ii) second, the number, if any, of shares of Common Stock or other securities shall be included in such offering except the Company proposes to the extent sell for its own account 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 CompanyInitiating Securityholders, such securities as applicable, can be included sold without having an Adverse Offering Effect, and (iii) third, the number, if any, of other shares of Common Stock and other securities requested to be included in such offering that, in the reasonable and good faith opinion of such lead managing underwriter or the Initiating Securityholders, as applicable, can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company.”

Other Offerings. In connection with any offering described in Section 4(a5(a), other than an offering covered by a Registration Statement filed pursuant to Section 3 4 of this Agreement, Section 4 of the Series A Registration Rights Agreement or Section 4 of the TCP Registration Rights Agreement, or an offering by the Company for its own account, if the lead managing underwriter or underwriters (if the offering shall be an Underwritten Offering) or the Initiating Securityholder (if the offering shall not be 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), then the Company shall include in such offering only the number of Registrable Common Shares Securities, Series A Registrable Securities, TCP Registrable Securities and other securities thatOther Registrable Securities which, in the good faith opinion of such underwriter or underwriters or (if the offering shall not be an Underwritten Offering) the Initiating SecurityholderSecurityholders, as the case may be, can be included without having an Adverse Offering Effect. In such event, the Registrable shares of Common Shares Stock and other securities to be included in such offering shall consist of (i) first, all of the Other Registrable Securities that the Initiating Securityholder Holders propose to sell, and (ii) secondsell pursuant to Section 5, all of the Series A Registrable Common Shares Securities that the Series A Preferred Stockholders propose to sell pursuant to Section 4 that5 of the Series A Registration Rights Agreement, in all of the reasonable TCP Registrable Securities that the TCP Holders propose to sell pursuant to Section 5 of the TCP Registration Rights Agreement and good faith opinion of such lead managing underwriter or underwriters or (if the offering shall not be an Underwritten Offering) all Other Registrable Securities that the Initiating Securityholder, can be sold without having an Adverse Offering Effect Securityholders propose to sell (with any reduction in such number being allocated pro-rata based on the number, as of the date of delivery of the first Cutback Notice delivered to the StockholdersHolders, 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 , (ii) second, the number, if any, of shares of Common Stock or other securities shall be included in such offering except the Company proposes to the extent sell for its own account 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 CompanyInitiating Securityholders, such securities as applicable, can be included sold without having an Adverse Offering Effect, and (iii) third, the number, if any, of other shares of Common Stock and other securities requested to be included in such offering that, in the reasonable and good faith opinion of such lead managing underwriter or the Initiating Securityholders, as applicable, can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company.”