Common use of Reduction of Piggy-Back Offering Clause in Contracts

Reduction of Piggy-Back Offering. Notwithstanding anything contained in Section 2.2, if the managing underwriter(s) of an offering described in Section 2.2 (a “Piggy-Back Offering”) advise in writing the Company and the Holders that, in their reasonable opinion, the size of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all of the Registrable Securities requested to be included by the Holders in a Piggy-Back Offering, then (i) in the case of a Piggy-Back Offering initiated by the Company for its own account, the amount of the Common Stock to be offered for the accounts of the Holders and any other stockholders of the Company exercising similar piggyback registration rights 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) (the “Recommended Size”); and (ii) in the case of a Piggy-Back Offering initiated by holders of securities of the Company (other than the Holders), (x) the amount of the Common Stock to be offered by the Company for its own account in such Piggy-Back Offering shall be first reduced to the extent necessary in order to achieve the Recommended Size, and if such reduction is insufficient, then no Common Stock for the account of the Company shall be included in such offering, (y) following any reduction for the Company pursuant to the preceding clause (x), the amount of the Common Stock to be offered for the accounts of holders of securities of the Company (including the Holders) shall be reduced to the extent necessary to achieve the Recommended Size. In the case of any reductions pursuant to this Section 2.3 among holders of Common Stock, such reductions shall be made pro rata according to the securities requested for inclusion by them or in such other proportions as mutually agreed by such holders.

Reduction of Piggy-Back Offering. Notwithstanding anything contained in Section 2.2, if the managing underwriter(s) of an offering described in Section 2.2 (a “Piggy-Back Offering”) advise in writing the Company and the Holders that, in their reasonable opinion, the size of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all of the Registrable Securities requested to be included by the Holders in a Piggy-Back Offering, then (i) in the case of a Piggy-Back Offering initiated by the Company for its own account, the amount of the Common Stock to be offered for the accounts of the Holders and any other stockholders of the Company exercising similar piggyback registration rights 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) (the “Recommended Size”) (such securities to be apportioned, to the extent possible, pro rata among the Holders and such other stockholders according to the total amount of securities requested to be included by each such person, but in any case not in violation of Section 2.3 of the Existing Registration Rights Agreement, and if a violation of Section 2.3 of the Existing Registration Rights Agreement would be caused by a pro rata reduction (which violation is not applicable so long as a “Shelf Registration Statement” as defined under the Existing Registration Rights Agreement is effective), then the Common Stock to be offered for the accounts of the Holders shall be reduced to the extent necessary so that no such violation will result); and (ii) in the case of a Piggy-Back Offering initiated by holders of securities of the Company (other than the Holders), (x) the amount of the Common Stock to be offered by the Company for its own account in such Piggy-Back Offering shall be first reduced to the extent necessary in order to achieve the Recommended Size, and if such reduction is insufficient, then no Common Stock for the account of the Company shall be included in such offering, (y) following any reduction for the Company pursuant to the preceding clause (x), the amount of the Common Stock to be offered for the accounts of holders of securities of the Company (including other than the Holders) shall be reduced to the extent necessary to achieve the Recommended Size. In the case of any reductions pursuant to this Section 2.3 Size (among such holders of Common Stock, such reductions shall be made pro rata according to the securities requested for inclusion by them or in such other proportions as mutually agreed by such holders), and if such reduction is insufficient, then no Common Stock for the account of such holders shall be included in such offering and (z) following the reductions pursuant to the preceding clauses (x) and (y), the amount of the Common Stock to be offered for the accounts of the Holders shall be reduced to the extent necessary to achieve the Recommended Size (among such Holders pro rata according to the Registrable Securities requested for inclusion by them or in such other proportions as mutually agreed by the requesting Holders).

Reduction of Piggy-Back Offering. Notwithstanding anything contained in Section 2.2, if If the managing underwriter(s) of an offering described in Section 2.2 (Underwriter or Underwriters for a “Piggy-Back Offering”) advise in writing Registration that is to be an underwritten offering advises the Company and the Holders that, in their reasonable opinion, the size holders of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all of the Registrable Securities that have requested to be included by the Holders participate in a such Piggy-Back Offering, then (i) Registration in writing that the case dollar amount or number of a Piggy-Back Offering initiated by securities of the Company which the Company desires to sell for its own account, the amount taken together with securities of the Common Stock Company, if any, as to be offered which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.4, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (a) If the registration is undertaken for the accounts of Company’s account: (A) first, the Holders and any other stockholders of the Company exercising similar piggyback registration rights 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) (the “Recommended Size”); and (ii) in the case of a Piggy-Back Offering initiated by holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (other than B) second, to the Holdersextent that the Maximum Number of Shares has not been reached under the foregoing clause (A), (x) the amount Registrable Securities, as to which registration has been requested pursuant to the terms of this Agreement, together with the securities of the Common Stock Company, as to which registration has been requested pursuant to the terms of the Investor Rights Agreement, that can be offered by sold without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the securities of the Company for its own the account in of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Piggy-Back Offering shall persons, other than pursuant to this Agreement or the Investor Rights Agreement, and that can be first reduced sold without exceeding the Maximum Number of Shares; (b) If the registration is undertaken pursuant to the Investor Rights Agreement, (A) first, the Registrable Securities, as to which registration has been requested pursuant to the terms of this Agreement, together with the securities of the Company, as to which registration has been requested pursuant to the terms of the Investor Rights Agreement, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; (B) second, to the extent necessary in order that the Maximum Number of Shares has not been reached under the foregoing clause (A), the securities of the Company that the Company desires to achieve sell that can be sold without exceeding the Recommended SizeMaximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and if (B), the securities of the Company for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such reduction persons, other than pursuant to this Agreement and the Investor Rights Agreement, that can be sold without exceeding the Maximum Number of Shares. (c) If the registration is insufficientundertaken as a demand pursuant to contractual rights with the Company, then no Common Stock other than this Agreement or the Investor Rights Agreement, (A) first, the securities of the Company for the account of the Company shall persons entitled to such contractual rights making such demand that can be included in such offeringsold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (y) following any reduction for A), the Company Registrable Securities, as to which registration has been requested pursuant to the preceding clause terms of this Agreement, together with the securities of the Company, as to which registration has been requested pursuant to the terms of the Investor Rights Agreement, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; (xC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the amount of the Common Stock to be offered for the accounts of holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (including the HoldersD) shall be reduced fourth, to the extent necessary to achieve that the Recommended Size. In Maximum Number of Shares has not been reached under the case foregoing clauses (A), (B) and (C), the securities of the Company for the account of any reductions other persons that the Company is obligated to register pursuant to this Section 2.3 among holders written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Common Stock, such reductions shall be made pro rata according to the securities requested for inclusion by them or in such other proportions as mutually agreed by such holdersShares.

Reduction of Piggy-Back Offering. Notwithstanding anything contained in Section 2.2, if If the managing underwriter(s) of an offering described in Section 2.2 (Underwriter or Underwriters for a “Piggy-Back Offering”) advise in writing Registration that is to be an underwritten offering advises the Company and the Holders that, in their reasonable opinion, the size holders of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all of the Registrable Securities that have requested to be included by the Holders participate in a such Piggy-Back Offering, then (i) Registration in writing that the case dollar amount or number of a Piggy-Back Offering initiated by securities of the Company which the Company desires to sell for its own account, the amount taken together with securities of the Common Stock Company, if any, as to be offered which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.4, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (i) If the registration is undertaken for the accounts of Company’s account: (A) first, the Holders and any other stockholders of the Company exercising similar piggyback registration rights 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) (the “Recommended Size”); and (ii) in the case of a Piggy-Back Offering initiated by holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (other than B) second, to the Holdersextent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities, as to which registration has been requested pursuant to the terms of this Agreement that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (xC) third, to the amount extent that the Maximum Number of Shares has not been reached under the Common Stock to be offered by foregoing clauses (A) and (B), the securities of the Company for its own the account in of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Piggy-Back Offering shall be first reduced persons, other than pursuant to the extent necessary in order to achieve the Recommended Sizethis Agreement, and if such reduction that can be sold without exceeding the Maximum Number of Shares; (ii) If the registration is insufficientundertaken as a demand pursuant to contractual rights with the Company, then no Common Stock other than this Agreement, (A) first, the securities of the Company for the account of the Company shall persons entitled to such contractual rights making such demand that can be included in such offeringsold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (y) following any reduction for A), the Company Registrable Securities, as to which registration has been requested pursuant to the preceding clause terms of this Agreement, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; (xC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the amount of the Common Stock to be offered for the accounts of holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (including the HoldersD) shall be reduced fourth, to the extent necessary to achieve that the Recommended Size. In Maximum Number of Shares has not been reached under the case foregoing clauses (A), (B) and (C), the securities of the Company for the account of any reductions other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, other than this Section 2.3 among holders Agreement, that can be sold without exceeding the Maximum Number of Common Stock, such reductions shall be made pro rata according to the securities requested for inclusion by them or in such other proportions as mutually agreed by such holdersShares.

Reduction of Piggy-Back Offering. Notwithstanding anything contained in Section 2.2, if If the managing underwriter(s) of an offering described in Section 2.2 (Underwriter or Underwriters for a “Piggy-Back Offering”) advise in writing Registration that is to be an underwritten offering advises the Company and the Holders that, in their reasonable opinion, the size holders of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all of the Registrable Securities that have requested to be included by the Holders participate in a such Piggy-Back Offering, then (i) Registration in writing that the case dollar amount or number of a Piggy-Back Offering initiated by securities of the Company which the Company desires to sell for its own account, the amount taken together with securities of the Common Stock Company, if any, as to be offered which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.4, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (i) If the registration is undertaken for the accounts of Company’s account: (A) first, the Holders and any other stockholders of the Company exercising similar piggyback registration rights 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) (the “Recommended Size”); and (ii) in the case of a Piggy-Back Offering initiated by holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (other than B) second, to the Holdersextent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities, as to which registration has been requested pursuant to the terms of this Agreement that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (xC) third, to the amount extent that the Maximum Number of Shares has not been reached under the Common Stock to be offered by foregoing clauses (A) and (B), the securities of the Company for its own the account in of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Piggy-Back Offering shall be first reduced persons, other than pursuant to the extent necessary in order to achieve the Recommended Sizethis Agreement, and if such reduction that can be sold without exceeding the Maximum Number of Shares; (ii) If the registration is insufficientundertaken by holders of the Company’s securities as a demand pursuant to contractual rights with the Company, then no Common Stock other than this Agreement, (A) first, the securities of the Company for the account of the Company shall persons entitled to such contractual rights making such demand that can be included in such offeringsold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (y) following any reduction for A), the Company Registrable Securities, as to which registration has been requested pursuant to the preceding clause terms of this Agreement, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; (xC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the amount of the Common Stock to be offered for the accounts of holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (including the HoldersD) shall be reduced fourth, to the extent necessary to achieve that the Recommended Size. In Maximum Number of Shares has not been reached under the case foregoing clauses (A), (B) and (C), the securities of the Company for the account of any reductions other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, other than this Section 2.3 among holders Agreement, that can be sold without exceeding the Maximum Number of Common Stock, such reductions shall be made pro rata according to the securities requested for inclusion by them or in such other proportions as mutually agreed by such holdersShares.

Reduction of Piggy-Back Offering. Notwithstanding anything contained in Section 2.2, if If the managing underwriter(s) of an offering described in Section 2.2 (Underwriter or Underwriters for a “Piggy-Back Offering”) advise in writing Registration that is to be an underwritten offering advises the Company and the Holders that, in their reasonable opinion, the size holders of the intended offering is such that the success of the offering would be significantly and adversely affected by inclusion of all of the Registrable Securities that have requested to be included by the Holders participate in a such Piggy-Back Offering, then (i) Registration in writing that the case dollar amount or number of a Piggy-Back Offering initiated by securities of the Company which the Company desires to sell for its own account, the amount taken together with securities of the Common Stock Company, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.2, exceeds the maximum dollar amount or maximum number of securities that can be offered sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the accounts of Company’s account: (A) first, the Holders and any other stockholders securities of the Company exercising similar piggyback registration rights shall that the Company desires to sell that can be reduced sold without exceeding the Maximum Number of Shares; (B) second, to the extent necessary that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities, as to reduce which registration has been requested pursuant to the total amount terms of securities to this Agreement that can be sold without exceeding the Maximum Number of Shares, pro rata in accordance with the number of shares that each such person has requested be included in such offering registration, regardless of the number of shares held by each such person (such proportion is referred to the amount recommended by such managing underwriter(s) (the herein as “Recommended SizePro Rata”); and (iiC) in third, to the case extent that the Maximum Number of a Piggy-Back Offering initiated by holders of Shares has not been reached under the foregoing clauses (A) and (B), the securities of the Company (for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons, other than pursuant to this Agreement, and that can be sold without exceeding the Holders)Maximum Number of Shares; (ii) If the registration is undertaken as a demand pursuant to contractual rights with the Company, other than this Agreement, (xA) first, the amount securities of the Common Stock to be offered by the Company for its own account in such Piggy-Back Offering shall be first reduced to the extent necessary in order to achieve the Recommended Size, and if such reduction is insufficient, then no Common Stock for the account of the Company shall persons entitled to such contractual rights making such demand that can be included in such offeringsold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (y) following any reduction for A), the Company Registrable Securities, as to which registration has been requested pursuant to the preceding clause terms of this Agreement, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; (xC) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the amount of the Common Stock to be offered for the accounts of holders of securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (including the HoldersD) shall be reduced fourth, to the extent necessary to achieve that the Recommended Size. In Maximum Number of Shares has not been reached under the case foregoing clauses (A), (B) and (C), the securities of the Company for the account of any reductions other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, other than this Section 2.3 among holders Agreement, that can be sold without exceeding the Maximum Number of Common Stock, such reductions shall be made pro rata according to the securities requested for inclusion by them or in such other proportions as mutually agreed by such holdersShares.