Common use of Reduction of Piggyback Registration Clause in Contracts

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the Class A Common Stock that the Company desires to sell, taken together with (i) the shares of Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Class A Common Stock that the Company desires to sell, taken together with (ix) the shares of Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (iiy) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iiiz) the shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the CompanyCompany entered into after the date hereof, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten for a Piggy-Back Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, Offering advises the Company and the Sponsor and Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Common Stock or other equity securities that the Company or the Sponsor or Holders desires to sell, taken together with (i) the shares of Common StockStock or other equity securities, if any, as to which Registration or registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common StockStock or other equity securities, if any, as to which Registration or a Registered Offering has been requested pursuant to separate the written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of SecuritiesShares, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Class A Common Stock that the Company desires to sell, taken together with (i) the shares of Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the Common Stock that the Company desires to sell, taken together with (ia) the shares of Common Stock, if any, as to which Registration the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (iib) the Registrable Securities as to which Registration inclusion has been requested pursuant to Section 2.2 hereof, and (iiic) the shares of Common Stock, if any, as to which Registration inclusion has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Company Common Stock that the Company desires to sell, taken together with (i) the shares of Company Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Company Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company and in writing (which written advice the Company shall make available to the Holders of Registrable Securities participating in the Piggyback Registration in writing upon request) that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock Shares that the Company desires to sell, taken together with (ix) the Common StockShares , if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (iiy) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iiiz) the Common StockShares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the CompanyCompany entered into after the date hereof, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises the Company PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock securities that the Company PubCo desires to sell, taken together with (i) the Common StockPubCo Ordinary Shares or other equity securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common StockPubCo Ordinary Shares or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the CompanyPubCo, exceeds the Maximum Number of Securities, then: