Common use of Priority in Cutback Registrations Clause in Contracts

Priority in Cutback Registrations. With respect to any Requested Public Offering effected by the Company during the Initial Six-Month Period, if such Requested Public Offering becomes a Cutback Registration, the Company will include in any such Requested Public Offering a number of Registrable Securities not less than that which the Managing Underwriter determines is the maximum number of Registrable Securities that may be sold in such Requested Public Offering without causing a significant disruption in the market for shares of the Common Stock, which Registrable Securities shall be allocated among the Cerro Entities and the PD Entities that have elected to participate in such Requested Public Offering pro rata on the basis of the number of Registrable Securities each such Cerro Entity and/or PD Entity owns on the date that the Managing Underwriter makes such determination. Following the determination of any such pro rata allocation, each of Cerro and PD shall have the right to specify what portion of the aggregate Registrable Securities so allocated to the participating Cerro Entities (in the case of Cerro) and the participating PD Entities (in the case of PD) may be sold by each such participating Cerro Entity or PD Entity, as applicable, in connection with such Cutback Registration.