Common use of Reduction of Offering Clause in Contracts

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter(s) of an offering described in Section 2.4(c) advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering that the size of the intended offering is such that the success of the offering would be significantly adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by the Company, then the amount of securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); provided, further, the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) of the total number of securities to be included in such offering.

Reduction of Offering. Notwithstanding anything contained hereinIf the lead managing underwriter of any Proposed Registration has informed, if the managing Underwriter(s) of an offering described in Section 2.4(c) advise in writing writing, the Company and the Holder(s) Holders of the Registrable Securities included requesting inclusion in such offering that it is its view that the size total number of securities which the intended 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 that as to adversely affect the success of such offering, including the offering would price at which such securities can be significantly adversely affected by inclusion of all the Registrable Securities requested to be includedsold, then the amount number of Registrable Securities to be offered for the account of such Holders and the number of such securities to be offered for the accounts account of Holders all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the Registrable Securities respective number of securities requested for inclusion) to be registered to the extent necessary to reduce the total amount number of securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter(s) but in priority underwriter, unless such offering is being made pursuant to any securities proposed to be sold exercise of a demand registration right granted by any other holders of securities of the Company with registration rights to participate therein. The Company shall have another Person, in which case the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by the Company, then the amount of securities to be offered for the account of all other Persons not exercising demand registration rights (including the Company Holders) shall be eliminated or reduced pro rata in proportion to the extent necessary respective number of securities requested to be registered by such other Persons to reduce the total amount number of securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter(s); provided, further, the amount of underwriter before any reduction is made in securities requested to be offered registered by the Company shall not be reduced to less than fifty percent (50%) of the total number of securities to be included in such offeringPersons exercising a demand registration right.

Reduction of Offering. Notwithstanding anything contained hereinin Sections 2.1 and 2.2, if the managing Underwriter(s) of an offering described in Section 2.4(c) 2.1 or 2.2 advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering Rady Holders that the size of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusioni) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that by the success of Rady Holders in a Rady Piggy-Back Registration or (ii) the offering would be significantly adversely affected by inclusion of all the securities Common Stock requested to be included by the CompanyCompany in a Rady Demand Registration/Company Piggy-Back Registration, then then: (x) in the case of a Rady Demand Registration/ Company Piggy-Back Registration, the amount of securities the Common Stock to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); , provided, further, that the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) of the total number of securities to be included in such offering; and (y) in the case of a Rady Piggy-Back Registration, the amount of securities to be offered for the accounts of Rady Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s), provided, that the amount of securities to be offered by the Rady Holders shall not be reduced to less than thirty percent (30%) of the total number of securities to be included in such offering.

Reduction of Offering. Notwithstanding anything contained hereinin Sections 2.1 and 2.2, if the managing Underwriter(s) of an offering described in Section 2.4(c) 2.1 or 2.2 advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering Selling Holders that the size of the intended offering is such that the success of the offering or price per share of the securities to be sold would be significantly adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that by the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by Selling Holders and the Company, then then: (x) in the case of a Demand Registration, the amount of securities the Common Stock to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); provided, further, provided that the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) percent of the total number of securities to be included in such offering; and (y) in the case of a Piggy-Back Registration, the amount of securities to be offered for the accounts of Selling Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s), provided that the amount of securities to be offered by the Selling Holders shall not be reduced to less than thirty (30) percent of the total number of securities to be included in such offering.

Reduction of Offering. Notwithstanding anything contained hereinin Sections 2.1 and 2.2, if the managing Underwriter(s) of an offering described in Section 2.4(c) 2.1 or 2.2 advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering Rady Holders that the size of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusioni) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that by the success of Rady Holders in a Rady Piggy-Back Registration or (ii) the offering would be significantly adversely affected by inclusion of all the securities Common Stock requested to be included by the CompanyCompany in a Rady Demand Registration/Company Piggy-Back Registration, then then: (x) in the case of a Rady Demand Registration/ Company Piggy-Back Registration, the amount of securities the Common Stock to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); , provided, further, that the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) of the total number of securities to be included in such offering;and (y) in the caseof a Rady Piggy-Back Registration, the amount of securities to be offered for the accounts of Rady Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s), provided, that the amount of securities to be offered by the Rady Holders shall not be reduced to less than thirty percent (30%) of the total number of securities to be included in such offering.

Reduction of Offering. Notwithstanding anything contained hereinin Sections 2.1 and 2.2, if the managing Underwriter(s) of an offering described in Section 2.4(c) 2.1 or 2.2 advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering Farallon Holders that the size of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusioni) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that by Farallon in a Farallon Piggy-Back Registration or (ii) the success of the offering would be significantly adversely affected by inclusion of all the securities Common Stock requested to be included by the CompanyCompany in a Farallon Demand Registration/Company Piggy-Back Registration, then then: (x) in the case of a Farallon Demand Registration/ Company Piggy-Back Registration, the amount of securities the Common Stock to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); , provided, further, that the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) percent of the total number of securities to be included in such offering; and (y) in the case of a Farallon Piggy-Back Registration, the amount of securities to be offered for the accounts of Farallon Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s), provided, that the amount of securities to be offered by the Farallon Holders shall not be reduced to less than thirty (30) percent of the total number of securities to be included in such offering.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter(s) of an offering described in Section 2.4(c) advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering that the size of the intended offering is such that the success of the offering would be significantly adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by the Company, then the amount of securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); provided, further, the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) percent of the total number of securities to be included in such offering.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter(s) Underwriter of an offering described in Section 2.4(c) advise in writing 2.02 delivers a written opinion to the Company and the Holder(sthat (i) of the Registrable Securities included in such offering that the size of the intended offering is that Shareholder, the Company and any other Persons intend to make or (ii) the combination of securities that Shareholder, the Company and such other Persons intend to include in such offering are such that the success of the offering would be significantly materially and adversely affected by inclusion of all the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by the Company, then the amount of securities to be offered for the account of the Company Shareholder shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s)Underwriter; providedprovided that in the case of a Piggyback Registration, furtherif securities are being offered for the account of Persons other than the Company, then the proportion by which the amount of such Registrable Securities intended to be offered for the account of Shareholder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such other Persons is reduced; and (B) if the combination of securities to be offered by is the Company shall not be reduced to less than fifty percent basis of such Underwriter's opinion, (50%x) of the total number of securities Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)), and (y) if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient substantially to eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter(s) Underwriter of an offering described in Section 2.4(c) advise in writing 3.02 delivers a written opinion to the Company and the Holder(sthat (i) of the Registrable Securities included in such offering that the size of the intended offering is that Citibank, the Company and any other Persons intend to make or (ii) the combination of securities that Citibank, the Company and such other Persons intend to include in such offering are such that the success of the offering would be significantly materially and adversely affected by inclusion of all the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by the Company, then the amount of securities to be offered for the account of the Company Citibank shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s)Underwriter; providedprovided that in the case of a Piggyback Registration, furtherif securities are being offered for the account of Persons other than the Company, then the proportion by which the amount of such Registrable Securities intended to be offered for the account of Citibank is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such other Persons is reduced; and (B) if the combination of securities to be offered by is the Company shall not be reduced to less than fifty percent basis of such Underwriter's opinion, (50%x) of the total number of securities Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)), and (y) if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient substantially to eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing Underwriter(s) Underwriter of an offering described in Section 2.4(c) advise 2.2 states in writing the Company and the Holder(s) of the Registrable Securities included in such offering that the size of the intended offering that the Interport Stockholders, the Company and any other Persons intend to make is such that the success of the offering would be significantly materially and adversely affected by inclusion of all the Registrable Securities requested to be includedaffected, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that the success of the offering would be significantly adversely affected by inclusion of all the securities requested to be included by the Company, then the amount of securities to be offered for the account of the Company Interport Stockholders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s)Underwriter and, as between the Interport Stockholders, the number will be reduced pro rata based on the number of Registrable Securities each Interport Stockholder requests to have registered; providedprovided that in the case of a Piggyback Registration, furtherif 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 the Interport Stockholders is reduced shall not exceed the proportion by which the amount of securities intended to be offered by for the account of such other Persons is reduced. (b) Notwithstanding anything contained herein, if the managing Underwriter of an offering described in Section 2.1 states in writing that the size of the offering that the Interport Stockholders, the Company and any other Persons intend to make is such that the success of the offering would be materially and adversely affected, then the amount of securities (other than the Registrable Securities) to be offered for the account of the Company or any other Person shall not be reduced to less than fifty percent (50%) of the extent necessary to reduce the total number amount of securities to be included in such offeringoffering to the amount recommended by such managing Underwriter.

Reduction of Offering. Notwithstanding anything contained hereinin Sections 2.1 and 2.2, if the managing Underwriter(s) of an offering described in Section 2.4(c) 2.1 or 2.2 advise in writing the Company and the Holder(s) of the Registrable Securities included in such offering Rady Holders that the size of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusioni) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s) but in priority to any securities proposed to be sold by any other holders of securities of the Company with registration rights to participate therein. The Company shall have the opportunity to include such number of securities as it may elect in an offering described in Section 2.4(c); provided, if the managing Underwriter(s) of such offering advise in writing the Company and the Holder(s) of the Registrable Securities requested to be included that by the success of the offering would be significantly adversely affected by inclusion of all the securities Rady Holders in a Rady Piggy-Back Registration or (ii)the Common Stock requested to be included by the CompanyCompany in a Rady Demand Registration/Company Piggy-Back Registration, then then: (x) in the case of a Rady Demand Registration/ Company Piggy-Back Registration, the amount of securities the Common Stock to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s); , provided, further, that the amount of securities to be offered by the Company shall not be reduced to less than fifty percent (50%) of the total number of securities to be included in such offering;and (y) in the caseof a Rady Piggy-Back Registration, the amount of securities to be offered for the accounts of Rady Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter(s), provided, that the amount of securities to be offered by the Rady Holders shall not be reduced to less than thirty percent (30%) of the total number of securities to be included in such offering.