Common use of Reduction of Offering Clause in Contracts

Reduction of Offering. If the lead managing underwriter of any Proposed Registration has informed, in writing, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration right.

Reduction of Offering. If the lead managing underwriter of any Proposed In connection with an underwritten offering where Piggy-Back Registration has informed, been requested as provided in writingSection 9.4(a), the Company and shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in such Piggy-Back Registration to be included as provided in Section 9.4(a). If the managing underwriter or underwriters of any such underwritten offering have given written notice to the Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders of Registrable Securities and any other Persons exercising "piggy-back" rights entitling them to participate persons participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then (i) the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons persons (other than the CompanyCompany and the Holders) participating in such registration other than pursuant to demand registration rights shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by the managing underwriter or underwriters and (ii) if such lead managing underwriter, unless such offering is being made pursuant to exercise of underwriter or underwriters recommend a demand registration right granted by the Company to another Person, further reduction in which case the number of securities shares in the offering, then the number of shares to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) Holders shall be eliminated reduced or reduced limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons Holders to the extent necessary to reduce the total number of securities shares requested to be included include in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. If the lead managing underwriter of any Proposed In connection with an underwritten offering where Piggy-Back Registration has informed, been requested as provided in writingSection 9.4(a), the Company and shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in such Piggy-Back Registration to be included as provided in Section 9.4(a). If the managing underwriter or underwriters of any such underwritten offering have given written notice to the Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders of Registrable Securities and any other Persons exercising "piggy-back" rights entitling them to participate participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then (i) the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons (other than the CompanyLenders under the Credit Agreement and the Holders) participating in such registration other than pursuant to demand registration rights shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by the managing underwriter or underwriters and (ii) if such lead managing underwriter, unless such offering is being made pursuant to exercise of underwriter or underwriters recommend a demand registration right granted by the Company to another Person, further reduction in which case the number of securities shares in the offering, then the number of shares to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) Holders shall be eliminated reduced or reduced limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons Holders to the extent necessary to reduce the total number of securities shares requested to be included include in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. If Notwithstanding anything contained herein, if the lead managing underwriter Underwriter of any Proposed Registration has informed, an offering described in writingSection 2.01 or 2.02 hereof states in writing that the size of the offering that Holders, the Company and any other Persons intend to make is such that the Holders inclusion of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders would be likely to materially and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering is such as to adversely affect the success price, timing or distribution of such the offering, including the price at which such securities can be sold, then the number amount of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number amount of securities requested to be included in such offering to the number of securities, if any, amount recommended by such lead managing underwriterUnderwriter; provided that in the case of a Piggyback Registration, unless if securities are being offered for the account of Persons other than the Company, then the proportion by which the amount of Registrable Securities intended to be offered for the account of Holders is reduced shall not exceed the proportion by which the amount of securities intended to be offered for the account of such offering is being made pursuant to exercise of other Persons (other than any Person exercising a demand registration right granted by right) is reduced; provided further that in the Company case of a Demand Registration, the amount of Registrable Securities to another Person, in which case be offered for the number account of the Holder making the Demand Registration shall be reduced only after the amount of securities to be offered for the account of all the Company and any other Persons not exercising demand registration rights (including has been reduced to zero. In the event of a reduction pursuant to this Section 2.03 of Registrable Securities to be offered for the account of Holders) , such reduction shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by among such other Persons to reduce the total number of securities requested to be included in such offering to Holders based on the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested Registrable Securities each Holder had proposed to be registered by Persons exercising a demand registration rightsell.

Reduction of Offering. If Notwithstanding anything contained herein, if the lead managing underwriter Underwriter of any Proposed Registration has informed, an offering described in writingSection 2.01 or 2.02 hereof states in writing that the size of the offering that Holders, the Company Corporation and any other Persons intend to make is such that the Holders inclusion of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders would be likely to materially and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering is such as to adversely affect the success price, timing or distribution of such the offering, including the price at which such securities can be sold, then the number amount of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number amount of securities requested to be included in such offering to the number of securities, if any, amount recommended by such lead managing underwriterUnderwriter; provided that in the case of a Piggyback Registration, unless if securities are being offered for the account of Persons other than the Corporation, then the proportion by which the amount of Registrable Securities intended to be offered for the account of Holders is reduced shall not exceed the proportion by which the amount of securities intended to be offered for the account of such offering is being made pursuant to exercise of other Persons (other than any Person exercising a demand registration right granted by right) is reduced; provided further that in the Company case of a Demand Registration, the amount of Registrable Securities to another Person, in which case be offered for the number account of the Holders making the Demand Registration shall be reduced only after the amount of securities to be offered for the account of all the Corporation and any other Persons not exercising demand registration rights (including has been reduced to zero. In the event of a reduction pursuant to this Section 2.03 of Registrable Securities to be offered for the account of Holders) , such reduction shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by among such other Persons to reduce the total number of securities requested to be included in such offering to Holders based on the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested Registrable Securities each Holder had proposed to be registered by Persons exercising a demand registration rightsell.

Reduction of Offering. If Notwithstanding anything to the lead contrary contained herein, if the managing underwriter or underwriters of an underwritten offering described in this Section 5.01 delivers a written opinion to the Holders that the size of the offering that the Holders, the Company or any Proposed Registration has informed, in writingother Person intends to make or the kind or combination of securities that the Holders, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering is are such as to adversely affect that the success of such offering, including the price at which such offering would be materially and adversely affected by inclusion of all securities can requested to be soldincluded therein, then the number amount of Registrable Securities any securities proposed to be offered for by the account of such Holders Company and the number of such securities to be offered for the account of all such any other Persons Person (other than the CompanyHolders) participating in such registration shall be reduced or limited excluded from the offering first on a pro rata in proportion to basis among the respective number Company and all holders of securities requested to be registered similar "piggy-back" or "demand" registration rights (other than the Holders) to the extent necessary to reduce the total number amount of securities requested to be included in such offering to the number of securities, if any, amount recommended by such lead managing underwriter, unless such offering is being made pursuant underwriter or underwriters and then the amount of any securities proposed to exercise of a demand registration right granted be included by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) Holders shall be eliminated reduced or reduced excluded on a pro rata in proportion basis among the Holders to the respective number of securities requested to be registered by such other Persons extent necessary to reduce the total number amount of securities requested to be included in such offering to the number of securities, if any, amount recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. If the lead managing underwriter of any Proposed In connection with an under- written offering where Piggy-Back Registration has informed, been requested as provided in writingSection 9.4(a), the Company and shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in such Piggy-Back Registration to be included as provided in Section 9.4(a). If the managing underwriter or underwriters of any such underwritten offering have given written notice to the Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders of Registrable Securities and any other Persons exercising "piggy-back" rights entitling them to participate participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then (i) the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons (other than the CompanyLenders under the Credit Agreement and the Holders) participating in such registration other than pursuant to demand registration rights shall be reduced or limited pro rata (to zero if necessary) PRO RATA in proportion to the respective number of securities shares requested to be registered by such Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by the managing underwriter or underwriters and (ii) if such managing underwriter or underwriters recommend a further reduction in the number of shares in the offering, then the number of shares to be offered for the account of the Holders shall be reduced or limited (to zero if necessary) PRO RATA in proportion to the respective number of shares requested to be registered by such Holders to the extent necessary to reduce the total number of shares requested to be include in such offering to the number of shares, if any, recommended by such lead managing underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. (a) Piggy-Back Registration. If the lead managing underwriter Underwriter or Underwriters of any Proposed Registration has underwritten offering described in Section 2.2 have informed, in writing, . the Company and the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the CompanyHoldings, the Selling Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities shares to be offered for the account of such the Selling Holders and the number of such securities to be offered for the account of all such other Persons (other than the CompanyHoldings) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities shares requested to be registered to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriterUnderwriters; provided. however, unless that if such offering is being made effected for the account of any security holder of Holdings other than the Selling Holders, pursuant to exercise of a the demand registration right granted by the Company to another Personrights of any such security holder, in which case then the number of securities shares to be offered for the account of all other Persons Holdings (if any) and the Selling Holders (but not exercising such security holders who have exercised their demand registration rights (including the Holdersrights) shall be eliminated reduced or reduced limited pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightUnderwriters.

Reduction of Offering. (a) Piggy-Back Registration. (i) If the lead managing underwriter underwriter(s) ----------------------- of any Proposed Registration has underwritten offering described in Section 2.2 have informed, in writing, the Company and the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Selling Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities shares to be offered for the account of such the Selling Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities shares requested to be registered to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriterunderwriters; provided, unless however, that if such offering is being made effected for the account of any securityholder of the Company other than the Selling Holders, pursuant to exercise of a the demand registration right granted by the Company to another Personrights of any such securityholder, in which case then the number of securities shares to be offered for the account of the Selling Holders and all other Persons (other than the Company) participating in such registration (but not exercising such securityholders who have exercised their demand registration rights (including the Holdersrights) shall be eliminated reduced or reduced limited pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightunderwriters.

Reduction of Offering. If (a) Notwithstanding anything contained herein, if the lead managing underwriter Underwriter or Underwriters of any Proposed Registration has informed, an offering described in writingSection 2.1 or 2.2 determine that the size of the offering that the Holders, the Company and or any other Persons intend to make is such that the Holders success of the offering would be adversely affected by inclusion of the Registrable Securities requesting inclusion in requested to be included, then (i) with respect to a Demand Registration, if the size of the offering is the basis of such offering that it is its view that the total number of securities which the CompanyUnderwriter's or Underwriters' determination, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate Company shall not include in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the number an amount of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering equal to the Excess Amount, such reduction first to be allocated pro rata among the Holders or other Persons who did not initiate the request for a Demand Registration according to the number of securitiesRegistrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that if such Holders cannot include all their shares in such offering, the amount of Registrable Securities to be registered shall be reduced pro rata among the initiating Holders and (ii) in the case of a Piggy-Back Registration, if any, recommended by such lead managing underwriter, unless such offering is securities are being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders) shall be eliminated or reduced pro rata in proportion and, with respect to the respective number Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities requested intended to be registered offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons to reduce the total number of securities requested to be included in such offering is reduced (it being understood that with respect to the number Holders and third parties such reduction may be all of such class of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration right).

Reduction of Offering. If the lead managing underwriter of any Proposed Registration has informed, in writing, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another Personother Persons, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration right.

Reduction of Offering. If the lead managing underwriter of any Proposed Registration has informed, in writing, the Company and the Holders of the Registrable Securities requesting inclusion registered pursuant to any Demand Registration are to be sold in such offering one or more firm commitment underwritten offerings, and the managing underwriter advises the Company and Investor in writing that it is in its view that opinion the total number amount of securities which proposed to be sold in the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including then the price at which number of Piggy-Back Shares to be offered for the account of any Piggy-Back Holders shall be reduced (to zero, if necessary), pro rata in proportion to the respective number of Piggy-Back Shares requested to be registered to the extent necessary to reduce the total securities requested to be included in such securities can offering to the amount, if any, recommended by such managing underwriters. If the Piggy-Back Shares have been reduced to zero and the number of Registrable Securities requested to be soldregistered by Investor exceeds the number of Registrable Securities recommended by the managing underwriter, then the number of Registrable Securities to be offered for the account of such Holders and Investor may be reduced; provided, that if the number of such securities Registrable Securities the Investor has requested be registered pursuant to be offered for a Demand Registration are reduced, upon the account recommendation of all such other Persons (other the managing underwriter in an underwritten offering, or by the Company in a non-underwritten offering, to less than 51% of the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective total number of securities Registrable Securities Investor requested to be registered pursuant to the extent necessary to such Demand Registration, then such registration shall no longer constitute a Demand Registration under this Agreement and shall not reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter, unless such offering Demand Registrations to which Investor is being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightotherwise entitled.

Reduction of Offering. If Notwithstanding anything contained herein, if the lead managing underwriter Underwriter(s) of any Proposed Registration has informed, an offering described in writingSection 2.1 or 2.2 determine that the offering that the Holders, the Company and/or such other Persons intend to make is such that the success of the offering would be materially and the Holders adversely affected by inclusion of the Registrable Securities requesting inclusion in such offering that it is its view that requested to be included, then the total number of securities which the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to Company shall include in such offering is such as to adversely affect registration: (a) in the success case of such offeringa demand registration, including the price at which such securities can be sold(i) first, then the number of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number an amount of securities requested to be included in such offering registration by any holder exercising "demand registration rights" (such amount to be allocated among such holders in proportion to the number of securitiessecurities held by such holders) and (ii) second, the Registrable Securities and any other securities of the Company requested to be included in such registration (such amount to be allocated among such holders in proportion to the number of shares of Common Stock held by such holders); and (b) in the case of a piggy-back registration, (i) first, the shares, if any, recommended by such lead managing underwriter, unless such offering is being made pursuant proposed to exercise of a demand registration right granted be registered by the Company to another Person, in which case the number of securities to be offered for its own account or for the account of all other Persons not a holder exercising "demand registration rights rights"; and (including the Holdersii) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number second, an amount of securities requested to be included in such offering registration (including pursuant to Section 2.2) by the holders exercising "piggy-back registration rights" (such amount to be allocated among such holders in proportion to the number of securities, if any, recommended shares of Common Stock held by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightholders).

Reduction of Offering. If the lead managing underwriter of any Proposed In connection with an underwritten offering where Piggy-Back Registration has informed, been requested as provided in writingSection 3(a), the Company and shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in such Piggy-Back Registration to be included as provided in Section 3(a). If the managing underwriter or underwriters of any such underwritten offering have given written notice to the Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders of Registrable Securities and any other Persons exercising "piggy-back" rights entitling them to participate persons participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then (i) the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons persons (other than the Company) participating in such registration other than pursuant to demand registration rights shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by the managing underwriter or underwriters and (ii) if such lead managing underwriter, unless such offering is being made pursuant to exercise of underwriter or underwriters recommend a demand registration right granted by the Company to another Person, further reduction in which case the number of securities shares in the offering, then the number of shares to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) Holders shall be eliminated reduced or reduced limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons Holders to the extent necessary to reduce the total number of securities shares requested to be included include in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. (a) If the lead managing underwriter or underwriters of any Proposed Registration has underwritten offering described in Section 2.2 have informed, in writing, the Company and the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the CompanyIssuer, the Selling Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities shares to be offered for the account of such the Selling Holders and the number of such securities to be offered for the account of all such other Persons requesting inclusion in such offering pursuant to "piggy-back" registration rights (other than (i) any Person initiating such offering pursuant to "demand" registration rights and (ii) the CompanyIssuer) participating in such registration shall be reduced or limited pro rata among the Selling Holders and such other Persons in proportion to the respective number of securities shares requested to be registered by each such Selling Holder and other Person (provided that any shares thereby allocated to any such Selling Holder or other Person that exceed such Selling Holder's or other Person's request shall be reallocated among the remaining requesting Selling Holder's or Person's in like manner) to the minimum extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightunderwriters.

Reduction of Offering. In connection with an underwritten offering where Piggy-Back Registration has been requested as provided herein, the Company shall use its best efforts to cause all Registrable Shares requested to be included in such Piggy-Back Registration Statement to be included as provided herein. If the lead managing underwriter or underwriters of any Proposed Registration has such underwritten offering have informed, in writing, the Company and the Holders Holder of the Registrable Securities Shares requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders Holder of Registrable Shares and any other Persons exercising "piggy-back" rights entitling them to participate participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then (i) the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons (other than the Company, the Holder and any HHB Holders who have requested inclusion of their shares in the registration) participating in such registration other than pursuant to demand registration rights shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter, unless underwriter or underwriters and (ii) if such offering is being made pursuant to exercise of managing underwriter or underwriters recommend a demand registration right granted by the Company to another Person, further reduction in which case the number of securities shares in the offering, then the number of shares to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) Holders and the HHB Holders shall be eliminated reduced or reduced limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons the Holder and the HHB Holders to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. If the lead managing underwriter or underwriters of any Proposed an underwritten offering with respect to which Piggy-Back Registration has informedbeen requested as provided in Section 3(a) hereof shall have informed the Company, in writing, that in the Company and the Holders opinion of the Registrable Securities requesting inclusion in such offering that it is its view that underwriter or underwriters the total number of securities shares which the Company, the Holders Holder and any other Persons exercising "piggy-back" rights entitling them to participate participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, offering (including without limitation any material decrease in the price at which such securities can be soldproposed public offering price), then the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons and Holder (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities shares requested to be registered by such Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriterunderwriter or underwriters; PROVIDED, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another PersonHOWEVER, in which case that the number of securities shares to be offered for the account of the Holder shall in no case be reduced to a quantity less than 6 and 2/3% of the total number of shares to be offered for the account of all other Persons not exercising demand registration rights and Holder (including the HoldersCompany) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included participating in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightregistration.

Reduction of Offering. If Notwithstanding anything contained herein, if the lead managing underwriter Underwriter of any Proposed Registration has informed, an offering described in writingSection 2.01 or Section 2.02 states in writing that the size of the offering that the Shareholders, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering make is such as to adversely affect that the success of such offering, including the price at which such securities can offering would be soldmaterially and adversely affected, then the number amount of Registrable Securities to be offered for the account of such Holders the Shareholders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such selling persons exercising similar piggy-back registration rights shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number amount of securities requested to be included in such offering to the number of securities, if any, amount recommended by such lead managing underwriterUnderwriter and, unless such offering is being made pursuant as between the Shareholders and other selling persons exercising similar piggy-back registration rights, the number will be reduced pro rata based on the number of Registrable Securities each Shareholder requests to exercise have registered; provided that in the case of a demand registration right granted by Demand Registration, the Company amount of Registrable Securities to another Person, in which case be offered for the number account of the Shareholder making the Demand shall be reduced pro rata as to those Shareholders making a Demand Registration only after the amount of securities to be offered for the account of all the Company and any other Persons not exercising has been reduced to zero. If, in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Shareholders making the demand registration rights (including has been reduced by 50% or more pursuant to this Section 2.03, then the Holders) Demand Registration shall be eliminated or reduced pro rata in proportion deemed not to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration righthave been effected.

Reduction of Offering. If Notwithstanding anything contained herein, if the lead managing underwriter Underwriter of any Proposed Registration has informed, an offering described in writingSection 2.1 or Section 2.2 states in writing that the size of the offering that the Shareholders, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering make is such as to adversely affect that the success of such offering, including the price at which such securities can offering would be soldmaterially and adversely affected, then the number amount of Registrable Securities to be offered for the account of such Holders the Shareholders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such selling persons exercising similar piggy-back registration rights shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number amount of securities requested to be included in such offering to the number of securities, if any, amount recommended by such lead managing underwriterUnderwriter and, unless such offering is being made pursuant as between the Shareholders and other selling persons exercising similar piggy-back registration rights, the number will be reduced pro rata based on the number of Registrable Securities each Shareholder requests to exercise have registered; provided that in the case of a demand registration right granted by Demand Registration, the Company amount of Registrable Securities to another Person, in which case be offered for the number account of the Shareholder making the Demand shall be reduced pro rata as to those Shareholders making a Demand Registration only after the amount of securities to be offered for the account of all the Company and any other Persons not exercising has been reduced to zero. If, in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Shareholders making the demand registration rights (including has been reduced by 50% or more pursuant to this Section 2.03, then the Holders) Demand Registration shall be eliminated or reduced pro rata in proportion deemed not to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration righthave been effected.

Reduction of Offering. If Notwithstanding anything contained herein, if the lead managing underwriter or underwriters of any Proposed Registration has informed, in writing, an Underwritten Offering of Registrable Securities advise the Company and the Holders of the Registrable Securities requesting inclusion included in such offering that it is its view Underwritten Offering that, in their judgment, the size of the Underwritten Offering that the total number of securities which the CompanyHolders, the Holders Company and any such other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in make are such that the marketability of the Underwritten Offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then if the size of the offering is such as to adversely affect the success basis of such offeringunderwriter’s advice, including the price at which such securities can be sold, then the number amount of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account accounts of all such other Persons (other than the Company) participating in such registration Holders shall be reduced or limited pro rata in proportion (according to the respective number of securities requested to be registered Registrable Securities proposed for registration) to the extent necessary to reduce the total number amount of securities requested to be included in such offering Underwritten Offering to the amount recommended by such underwriter or underwriters; provided, that the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities, if any, recommended by are first entirely excluded from such lead managing underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightUnderwritten Offering.

Reduction of Offering. (a) If the lead managing underwriter of any Proposed Registration underwritten offering described in Section 2.2 has informed, in writing, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Companyan Issuer, the Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata PRO RATA in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter, unless ; PROVIDED that if such offering is being made effected for the account of any securityholder of the Company other than the Holders or the Shareholders (either directly or through any of the Issuers), pursuant to exercise of a the demand registration right granted by the Company to another Personrights of any such securityholder, in which case then the number of securities to be offered for the account of all other Persons the Company (if any) and the Holders (but not exercising such securityholders who have exercised their demand registration rights (including the Holdersrights) shall be eliminated reduced or reduced pro rata limited PRO RATA in proportion to the respective number of securities requested to be registered by such other Persons to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightunderwriter.

Reduction of Offering. (a) (i) If the lead managing underwriter or underwriters of any Proposed Registration has underwritten offering described in Section 9.1 have informed, in writing, the Company and the Holders or holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders participating holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities Notes can be sold, then the number of Registrable Securities shares to be offered for the account of such Holders the participating holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities shares requested to be registered to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriterunderwriters; provided, unless however, that if such offering is being made effected for the account of any Holder or the Company other than the participating holders, pursuant to exercise of a the demand registration right granted by the Company to another Personrights of any such Holder, in which case then the number of securities shares to be offered for the account of all other Persons the Company (if any) and the participating holders (but not exercising such Holders who have exercised their demand registration rights (including the Holdersrights) shall be eliminated reduced or reduced limited pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiessh ares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightunderwriters.

Reduction of Offering. (a) If the lead managing underwriter or underwriters of any Proposed Registration has underwritten offering described in Section 2.1 have informed, in writing, the Company and the selling Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number amount of securities partnership interests (or other equity securities) which the CompanyPartnership, the selling Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number amount of Registrable Securities partnership interests to be offered for the account of such the selling Holders and the number of such securities to be offered for the account of all such other Persons (other than the CompanyPartnership) participating in such registration shall be reduced or limited pro rata in proportion to the respective number amounts of securities partnership interests requested to be registered to the extent necessary to reduce the total number amount of securities partnership interests requested to be included in such offering to the number amount of securitiespartnership interests, if any, recommended by such lead managing underwriterunderwriters; provided, unless however, that if such offering is being made effected for the account of any securityholder of the Partnership other than the selling Holders, pursuant to exercise of a the demand registration right granted by rights of any such securityholder, then the Company to another Person, in which case the number amount of securities partnership interests to be offered for the account of all other Persons the Partnership (if any) and the selling Holders (but not exercising such securityholders who have exercised their demand registration rights (including the Holdersrights) shall be eliminated reduced or reduced limited pro rata in proportion to the respective number amounts of securities partnership interests requested to be registered by such other Persons to the extent necessary to reduce the total number amount of securities partnership interests requested to be included in such offering to the number amount of securitiespartnership interests, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightunderwriters.

Reduction of Offering. If the lead managing underwriter of any Proposed In connection with an underwritten offering where Piggy-Back Registration has informed, been requested as provided in writingSection 3(a), the Company and shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in such Piggy-Back Registration to be included as provided in Section 3(a). If the managing underwriter or underwriters of any such underwritten offering have given written notice to the Holders of the Registrable Securities requesting inclusion in such offering that it is its view their opinion that the total number of securities shares which the Company, the Holders of Registrable Securities and any other Persons exercising "piggy-back" rights entitling them to participate persons participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then (i) the number of Registrable Securities to be offered for the account of such Holders and the number of such securities shares to be offered for the account of all such other Persons persons (other than the Company) participating in such registration other than pursuant to demand registration rights shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such persons to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by the managing underwriter or underwriters and (ii) if such lead managing underwriter, unless such offering is being made pursuant to exercise of underwriter or underwriters recommend a demand registration right granted by the Company to another Person, further reduction in which case the number of securities shares in the offering, then the number of shares to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) Holders shall be eliminated reduced or reduced limited (to zero if necessary) pro rata in proportion to the respective number of securities shares requested to be registered by such other Persons Holders to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightor underwriters.

Reduction of Offering. If The Company may include in a Demand Registration pursuant to Section 2 securities of the same class as the Registrable Securities for the account of the Company and any other Persons who hold securities of the same class as the Registrable Securities on the same terms and conditions as the Registrable Securities to be included therein; provided, however, that (i) if the lead managing underwriter Underwriter or Underwriters of any Proposed Registration has informed, Underwritten Offering described in writing, this Section 2 have informed the Company and the Holders of the Registrable Securities requesting inclusion in such offering writing that it is its view their opinion that the total number of Registrable Securities, and securities of the same class as the Registrable Securities which the CompanyStockholders, the Holders Company and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities shares to be offered for the account of such Holders the Company and the number of such securities to be offered for the account of all such other Persons (other than the CompanyStockholders) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities shares requested to be registered to the extent necessary to reduce the total number of securities shares requested to be included in such offering to the number of securitiesshares, if any, recommended by such lead managing underwriterUnderwriter or Underwriters, unless such and (ii) if the offering is being made pursuant to exercise of a demand registration right granted by the Company to another not an Underwritten Offering, no other Person, in which case including the number Company, shall be permitted to offer securities under any such Demand Registration unless the Selling Stockholders owning a majority-in-interest of securities Common Stock to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion sold consent to the respective number inclusion of securities requested to be registered by such other Persons to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightshares therein.

Reduction of Offering. If the lead managing underwriter of any Proposed Registration has informed, in writing, Underwriter or Underwriters for a Shelf Underwritten Offering advises the Company and the Holders holders of Restricted Shares that the Registrable Securities requesting inclusion dollar amount or number of Shares which the holders of Restricted Shares desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering that it is its view that without adversely affecting the total number of securities which the Companyproposed offering price, the Holders and any other Persons exercising "piggy-back" rights entitling them to participate in such registration intend to include in such offering is such as to adversely affect timing the distribution method, or the probability of success of such offeringoffering (such maximum dollar amount or maximum number of shares, including as applicable, the price at which such securities can be sold, “Maximum Number of Shares”) then the number of Registrable Securities to be offered for Company shall include in any such offering: (i) first, the account of such Holders and Restricted Shares that the number of such securities to be offered for the account of all such other Persons (other than the CompanyStockholder(s) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities have requested to be included in such offering Shelf Underwritten Offering pursuant to Section 2.1.3 (pro rata in accordance with the number of securities, if any, recommended by Shares which each such lead managing underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to another Person, in which case the number of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Holders) shall be eliminated or reduced pro rata in proportion to the respective number of securities requested to be registered by such other Persons to reduce the total number of securities person has actually requested to be included in such offering to Shelf Underwritten Offering, regardless of the number of securitiesShares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) second, if anyto the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), recommended by such lead managing underwriter before any reduction is made in securities requested the number of Shares proposed to be registered included therein by any other persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons exercising a demand registration rightin such manner as they may agree.

Reduction of Offering. (a) If the lead managing underwriter of any Proposed Registration underwritten offering described in Section 2.2 has informed, in writing, the Company and the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Companyan Issuer, the Holders and any other Persons exercising "piggy-back" rights entitling them desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter, unless ; provided that if such offering is being made effected for the account of any securityholder of the Company other than the Holders (either directly or through the LLC), pursuant to exercise of a the demand registration right granted by the Company to another Personrights of any such securityholder, in which case then the number of securities to be offered for the account of all other Persons the Company (if any) and the Holders (but not exercising such securityholders who have exercised their demand registration rights (including the Holdersrights) shall be eliminated reduced or reduced limited pro rata in proportion to the respective number of securities requested to be registered by such other Persons to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration rightunderwriter.