Common use of Reduction of Size of Underwritten Offering Clause in Contracts

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter of an Underwritten Offering advises the Company in writing that, in its reasonable opinion, the number of Equity Interests (including any Registrable Securities) that the Company, Holder and any other persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Offering is such that the success of any such offering would be materially and adversely affected, including with respect to the price at which the securities can be sold, then the number of shares of Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Offering, as applicable, for the account of the Company, Holder and any other persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Offering, as applicable, to the number recommended by such lead Underwriter; provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a Demand Registration or Takedown Offering pursuant to Section 2.01(a) or Section 2.01(b) will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder pursuant to Section 2.01(a) or Section 2.01(b), (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, and (iii) third, among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on the respective amount of Equity Interests owned by them; (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, Equity Interests proposed to be offered by the Company for its own account and (ii) second, pro rata among Holder(s) with respect to any Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder(s) pursuant to Section 2.02 and any other holders of Equity Interests requested to be registered or disposed of, as applicable, based on the respective amount of Equity Interests owned by them; and (c) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of Equity Interests other than Holder pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, pro rata among the holders of Equity Interests requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, for the account of Holder pursuant to its registration rights under Section 2.02, (iii) third, Equity Interests offered by the Company for its own account, and (iv) fourth, pro rata among any other holders of Equity Interests requested to be registered, or disposed of, as applicable, based on the respective amount of Equity Interests owned by them.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter Underwriter(s) of an Underwritten Offering advises the Company Boron in writing that, in its reasonable opinion, opinion the number of Equity Interests shares of Boron Common Stock (including any Registrable Securities) that the CompanyBoron, Holder Shareholders and any other persons Persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Underwritten Offering is such exceeds the number that the success of any such offering would can be sold without materially and adversely affected, including with respect to affecting the price at which the securities can be sold, then the number of shares of Boron Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Underwritten Offering, as applicable, for the account of the CompanyBoron, Holder Shareholders and any other persons Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Underwritten Offering, as applicable, to the number recommended by such lead UnderwriterUnderwriter(s); provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of an Underwritten Offering pursuant to ‎Section 2.01 or a Demand Registration or Takedown Offering pursuant to Section 2.01(a) or Section 2.01(b) ‎Section 2.02 will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown OfferingUnderwritten Offering or the Demand Registration, as applicable, for the account of Holder the participating Major Silicon Members pursuant to Section 2.01(a) ‎Section 2.01 or Section 2.01(b)‎Section 2.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Major Silicon Members, (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, and (iii) third, among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on the respective amount of Equity Interests owned by them; (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, Equity Interests proposed to be offered by the Company for its own account and (ii) second, pro rata among Holder(s) with respect to any all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Underwritten Offering or the Demand Registration, as applicable, for the account of the other participating Shareholders pursuant to ‎Section 2.01 or ‎Section 2.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (iii) third, any Boron Common Stock proposed to be offered by Boron for its own account and (iv) fourth, pro rata among any other holders of shares of Boron Common Stock requested to be registered, or disposed of, as applicable, so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (b) priority in the case of a registration statement or Underwritten Offering initiated by Boron for its own account which gives rise to a Piggyback Registration pursuant to ‎Section 2.03 will be (i) first, Boron Common Stock proposed to be offered by Boron for its own account, (ii) second, the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Underwritten Offering, as applicable, for the account of Holder(s) the Shareholders pursuant to Section 2.02 their registration rights under ‎Section 2.03, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, and (iii) third, pro rata among any other holders of Equity Interests shares of Boron Common Stock requested to be registered registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned shares of Boron Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter; and (c) priority in the case of a registration statement or Takedown Underwritten Offering initiated by the Company Boron for the account of holders of Equity Interests Boron Common Stock other than Holder the Shareholders pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Boron which gives rise to a Piggyback Registration pursuant to Section 2.02, ‎Section 2.03 will be (i) first, pro rata among the holders of Equity Interests shares of Boron Common Stock requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Underwritten Offering, as applicable, for the account of Holder the Shareholders pursuant to its their registration rights under Section 2.02‎Section 2.03, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (iii) third, Boron Common Stock or other Equity Interests offered by the Company Boron for its own account, account and (iv) fourth, pro rata among any other holders of Equity Interests shares of Boron Common Stock requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned Boron Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter Underwriter(s) of an Underwritten Offering advises the Company Boron in writing that, in its reasonable opinion, opinion the number of Equity Interests shares of Boron Common Stock (including any Registrable Securities) that the CompanyBoron, Holder Shareholders and any other persons Persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Underwritten Offering is such exceeds the number that the success of any such offering would can be sold without materially and adversely affected, including with respect to affecting the price at which the securities can be sold, then the number of shares of Boron Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Underwritten Offering, as applicable, for the account of the CompanyBoron, Holder Shareholders and any other persons Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Underwritten Offering, as applicable, to the number recommended by such lead UnderwriterUnderwriter(s); provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a Demand Registration or Takedown an Underwritten Offering pursuant to Section 2.01(a) 2.01 or a Demand Registration pursuant to Section 2.01(b) 2.02 will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown OfferingUnderwritten Offering or the Demand Registration, as applicable, for the account of Holder the participating Major Silicon Members pursuant to Section 2.01(a) 2.01 or Section 2.01(b)2.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Major Silicon Members, (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, and (iii) third, among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on the respective amount of Equity Interests owned by them; (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, Equity Interests proposed to be offered by the Company for its own account and (ii) second, pro rata among Holder(s) with respect to any all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Underwritten Offering or the Demand Registration, as applicable, for the account of the other participating Shareholders pursuant to Section 2.01 or Section 2.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (iii) third, any Boron Common Stock proposed to be offered by Boron for its own account and (iv) fourth, pro rata among any other holders of shares of Boron Common Stock requested to be registered, or disposed of, as applicable, so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (b) priority in the case of a registration statement or Underwritten Offering initiated by Boron for its own account which gives rise to a Piggyback Registration pursuant to Section 2.03 will be (i) first, Boron Common Stock proposed to be offered by Boron for its own account, (ii) second, the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Underwritten Offering, as applicable, for the account of Holder(s) the Shareholders pursuant to their registration rights under Section 2.02 2.03, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, and (iii) third, pro rata among any other holders of Equity Interests shares of Boron Common Stock requested to be registered registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned shares of Boron Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter; and (c) priority in the case of a registration statement or Takedown Underwritten Offering initiated by the Company Boron for the account of holders of Equity Interests Boron Common Stock other than Holder the Shareholders pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Boron which gives rise to a Piggyback Registration pursuant to Section 2.02, 2.03 will be (i) first, pro rata among the holders of Equity Interests shares of Boron Common Stock requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Underwritten Offering, as applicable, for the account of Holder the Shareholders pursuant to its their registration rights under Section 2.022.03, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (iii) third, Boron Common Stock or other Equity Interests offered by the Company Boron for its own account, account and (iv) fourth, pro rata among any other holders of Equity Interests shares of Boron Common Stock requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned Boron Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter Underwriter(s) of an Underwritten Offering advises the Company in writing that, in its reasonable opinion, opinion the number of Equity Interests shares of Common Stock (including any Registrable Securities) that the Company, Holder and any other persons Persons intend to include in any the relevant Registration Statement or dispose of pursuant to any Takedown such Underwritten Offering is exceeds the number that can reasonably be expected to be sold in such that offering without materially and adversely affecting the success of any such the offering would be materially and adversely affected(including the price, including with respect to the price at which timing or distribution of the securities can to be soldsold in such offering), then the number of shares of Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Underwritten Offering, as applicable, for the account of the Company, Holder and any other persons will Persons shall be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Underwritten Offering, as applicable, to the number recommended by such lead UnderwriterUnderwriter(s); provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a an Underwritten Takedown Offering or Demand Registration pursuant to Section 2.01(a)(iii) or Section 2.01(b) shall be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Underwritten Takedown Offering Offering, as applicable, for the account of Holder, pursuant to Section 2.01(a) or Section 2.01(b), (ii) will second, any shares of Common Stock requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of holders of Common Stock pursuant to their registration rights under the Existing Registration Rights Agreement, pro rata on the basis of the aggregate number of shares of Common Stock sought to be registered or disposed of by such shareholders, (iii) third, any shares of Common Stock proposed to be offered by the Company for its own account and (iv) fourth, pro rata among any other holders of shares of Common Stock requested to be registered, or disposed of, as applicable, so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons shall not exceed the number recommended by such lead Underwriter(s); (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account which gives rise to a Piggyback Registration pursuant to Section 2.02 shall be (i) first, all shares of Common Stock proposed to be offered by the Company for its own account and (ii) second, any shares of Common Stock requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of holders of Common Stock pursuant to their registration rights under the Existing Registration Rights Agreement, pro rata on the basis of the aggregate number of shares of Common Stock sought to be registered or disposed of by such shareholders, (iii), third, any Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder pursuant to its registration rights under Section 2.01(a) or Section 2.01(b), (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, 2.02 and (iiiiv) thirdfourth, pro rata among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned by them; (b) priority in the case shares of a registration statement or Takedown Offering initiated by the Company for its own account, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, Equity Interests proposed to be offered by the Company for its own account and (ii) second, pro rata among Holder(s) with respect to any Registrable Securities requested Common Stock to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, any such offering for the account of Holder(s) pursuant to Section 2.02 and any other holders of Equity Interests requested to be registered or disposed of, as applicable, based on all such Persons shall not exceed the respective amount of Equity Interests owned number recommended by themsuch lead Underwriter(s); and (c) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of Equity Interests other than Holder shares of Common Stock pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Existing Registration Rights Agreement which gives rise to a Piggyback Registration pursuant to Section 2.02, will 2.02 shall be (i) first, all shares of Common Stock requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of holders of Common Stock pursuant to their registration rights under the Existing Registration Rights Agreement, pro rata among the holders of Equity Interests requesting the offering pursuant to such contractual right, based on the respective amount basis of Equity Interests owned the aggregate number of shares of Common Stock sought to be registered or disposed of by themsuch shareholders, (ii) second, any shares of Common Stock proposed to be offered by the Company for its own account, (iii) third, any Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, as applicable, for the account of Holder pursuant to its registration rights under Section 2.02, (iii) third, Equity Interests offered by the Company for its own account, 2.02 and (iv) fourth, pro rata among any other holders of Equity Interests shares of Common Stock requested to be registered, or disposed of, as applicable, based so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons shall not exceed the number recommended by such lead Underwriter(s). (d) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of shares of Common Stock pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, other than Holder or holders with registration rights pursuant to the Existing Registration Rights Agreement, which gives rise to a Piggyback Registration pursuant to Section 2.02 shall be (i) first, pro rata among the holders of shares of Common Stock requesting the offering pursuant to such contractual right, (ii) second, any shares of Common Stock requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, as applicable, for the account of holders of Common Stock pursuant to their registration rights under the Existing Registration Rights Agreement, pro rata on the respective amount basis of Equity Interests owned the aggregate number of shares of Common Stock sought to be registered or disposed of by themsuch shareholders, (iii) third, any shares of Common Stock proposed to be offered by the Company for its own account, (iv) fourth, any Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, as applicable, for the account of Holder pursuant to its registration rights under Section 2.02 and (v) fifth, pro rata among any other holders of shares of Common Stock requested to be registered, or disposed of, as applicable, so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons shall not exceed the number recommended by such lead Underwriter(s).

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter Underwriter(s) of an Underwritten Offering advises the Company Invesco in writing that, in its reasonable opinionview, the number of Equity Interests shares of Common Stock or Series A Preferred Stock (including any Registrable Securities) that the CompanyInvesco, Holder Employee Holders, Shareholders and any other persons Persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Underwritten Offering is such exceeds the number that the success of any can be sold in such offering would be materially and adversely affectedwithout being reasonably likely to have an adverse effect on the price, including with respect to the price at which timing or distribution of the securities can to be soldoffered in such offering, then the number of shares of Common Stock or other Equity Interests Series A Preferred Stock to be included in the Registration Statement, or disposed of pursuant to such Takedown Underwritten Offering, as applicable, for the account of the CompanyInvesco, Holder Employee Holders, Shareholders and any other persons Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Underwritten Offering, as applicable, to the number recommended by such lead UnderwriterUnderwriter(s); provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a Demand Registration or Takedown an Underwritten Offering pursuant to Section 2.01(a) 2.01 or a Demand Registration pursuant to Section 2.01(b) 2.02 will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown OfferingUnderwritten Offering or the Demand Registration, as applicable, for the account of Holder the Shareholders and Employee Holders participating in the Underwritten Offering pursuant to Section 2.01(a) 2.01 or Section 2.01(b)2.02 or corresponding provisions of the Employee Registration Rights Agreement, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Employee Holders and such Shareholders, (ii) second, any Common Stock or other Equity Interests Series A Preferred Stock proposed to be offered by the Company Invesco for its own account, account and (iii) third, pro rata among any other holders of shares of Common Stock or other Equity Interests Series A Preferred Stock requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter; (b) priority in the case of a registration statement Registration Statement or Takedown Underwritten Offering initiated by the Company Invesco for its own account, account which gives rise to a Piggyback Registration pursuant to Section 2.02, 2.03 will be (i) first, Equity Interests Common Stock or Series A Preferred Stock proposed to be offered by the Company Invesco for its own account and account, (ii) second, pro rata among Holder(s) with respect to any the Registrable Securities of the type requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Underwritten Offering, as applicable, for the account of Holder(s) the Shareholders or the Employee Holders or the pursuant to their registration rights under Section 2.02 2.03 or corresponding provisions of the Employee Registration Rights Agreement, respectively, pro rata on the basis of the aggregate number of Registrable Securities of the type sought to be registered or disposed of by such holders of Common Stock or Series A Preferred Stock, so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter and (iii) third, pro rata among any other holders of Equity Interests Common Stock or Series A Preferred Stock requested to be registered registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter; and (c) priority in the case of a registration statement Registration Statement or Takedown Underwritten Offering initiated by the Company Invesco for the account of holders of Equity Interests Common Stock or Series A Preferred Stock (other than Holder the Shareholders or Employee Holders) pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Invesco which gives rise to a Piggyback Registration pursuant to Section 2.02, 2.03 or a corresponding provision of the Employee Registration Rights Agreement will be (i) first, pro rata among the holders of Equity Interests requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities of the type requested to be included in the Registration Statement, or disposed of, of pursuant to the Takedown Underwritten Offering, as applicable, for the account of Holder the Shareholders or the Employee Holders pursuant to its their registration rights under Section 2.022.03 or corresponding provision of the Employee Registration Rights Agreement, respectively, and any other holders of shares with comparable registration rights (including those requesting the offering pursuant to such contractual right), pro rata on the basis of the aggregate number of Registrable Securities of the type sought to be registered or disposed of by such holders of Common Stock or Series A Preferred Stock, and (iii) thirdsecond, Equity Interests Common Stock or Series A Preferred Stock offered by the Company Invesco for its own account, and (iv) fourth, pro rata among any other holders so that the total number of Equity Interests requested securities to be registered, or disposed of, as applicable, based on included in any such offering for the respective amount account of Equity Interests owned all such Persons will not exceed the number recommended by themsuch lead Underwriter.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter of underwriter or underwriters in an Underwritten Offering advises the Company in writing pursuant to Section 13.1 or Section 13.2 advise Moelis Holdings that, in its reasonable opiniontheir good faith judgment, the number of Equity Partnership Interests (including any Registrable Securities) that Moelis Holdings, the Company, Holder SMBC Unit-Holders and any other persons intend to include in any Registration Statement exceeds the number that can be sold in the offering in light of marketing factors or dispose because the sale of pursuant to any Takedown Offering is such that the success of any such offering a greater number would be materially and adversely affected, including with respect to affect the price at which of the securities can Partnership Interests to be sold, then the number of shares of Common Stock or other Equity Partnership Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Offering, as applicable, Statement for the account of Moelis Holdings, the Company, Holder SMBC Unit-Holders and any other persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Offering, as applicable, to the number recommended by such the lead Underwriter; providedunderwriter or underwriters, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a Demand Registration or Takedown Offering pursuant to Section 2.01(a) or Section 2.01(b) 13.1, priority will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder pursuant to Section 2.01(a) or Section 2.01(b), (ii) second, any Common Stock or other Equity Partnership Interests proposed to be offered by the Company Moelis Holdings for its own account, and account (iii) third, pro rata among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on the respective amount of Equity Interests owned by them; (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, Equity Interests proposed to be offered by the Company for its own account and (ii) second, pro rata among Holder(s) with respect to any Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder(s) pursuant to Section 2.02 and any other holders of Equity Partnership Interests requested to be registered or disposed of, as applicable, based on the respective amount of Equity Interests owned by them; and (c) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of Equity Interests other than Holder pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, which gives rise to a Piggyback Registration pursuant to Section 2.02, will be (i) first, pro rata among the holders of Equity Interests requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, for the account of Holder pursuant to its registration rights under Section 2.02, (iii) third, Equity Interests offered by the Company for its own account, and (iv) fourth, pro rata among any other holders of Equity Partnership Interests requested to be registered; (b) in the case of a registration statement initiated by Moelis Holdings for its own account that gives rise to a Piggyback Registration pursuant to Section 13.2, or disposed ofpriority will be (i) first, as applicablePartnership Interests proposed to be offered by Moelis Holdings for its own account, based on (ii) second, pro rata among all holders of Partnership Interests requested to be registered pursuant to a contractual right and (iii) third, pro rata among any other holders of Partnership Interests requested to be registered; and (c) in the respective amount case of Equity a registration statement initiated by Moelis Holdings for the account of holders (other than the SMBC Unit-Holders) of Partnership Interests, pursuant to registration rights afforded to such holders by contract, that gives rise to a Piggyback Registration pursuant to Section 13.2, priority will be (i) first, pro rata among the holders of Partnership Interests owned for whose account the registration statement was initiated, (ii) second, Partnership Interests offered by themMoelis Holdings for its own account, (iii) third, pro rata among any other holders of Partnership Interests requested to be registered pursuant to a contractual right and (iv) fourth, pro rata among any other holders of Partnership Interests requested to be registered.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter underwriter or underwriters of an a Marketed Underwritten Offering advises pursuant to Section 5.1, a Demand Registration that involves a Marketed Underwritten Offering, a Piggyback Registration or Piggyback Shelf-Offering advise the participating Stockholders and the Company in writing that, in its their reasonable opinion, opinion the number of Equity Interests shares of Common Stock (including any Registrable SecuritiesShares) that the Company, Holder the participating Stockholders and any other persons Persons intend to include in any Registration Statement or dispose of pursuant to any Takedown such Underwritten Offering, Piggyback Registration or Piggyback Shelf-Offering is such that the success of any such offering Underwritten Offering, Piggyback Registration or Piggyback Shelf-Offering would be materially and adversely affected, including with respect to the price at which the securities can be sold, then the number of shares of Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Underwritten Offering, Piggyback Registration or Piggyback Shelf-Offering shall include only such securities as applicable, for the account of Company and the Company, Holder and any other persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Offering, as applicable, to the number recommended participating Stockholders are advised by such lead Underwriter; providedunderwriter or underwriters can be sold without such material and adverse effect, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of an Underwritten Offering initiated by the Company for its own account which gives rise to a Demand Piggyback Registration or Takedown Piggyback Shelf-Offering pursuant to Section 2.01(a) or Section 2.01(b) 5.7 will be (iA) first, all Registrable Securities requested to be included in the Registration Statement, or disposed shares of pursuant to the Takedown Offering, as applicable, for the account of Holder pursuant to Section 2.01(a) or Section 2.01(b), (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, (B) second, pro rata among (1) the Registrable Shares requested to be disposed of pursuant to the Underwritten Offering for the account of the participating Stockholders pursuant to Section 5.7 and (iii2) third, any shares of Common Stock requested to be disposed of for the account of other holders of Common Stock pursuant to rights which may be granted in accordance with Section 5.13 and (C) third pro rata among any other holders of Common Stock requested to be disposed of, so that the total number of shares of Common Stock or other Equity Interests requested to be registeredincluded in any such offering for the account of all such Persons will not exceed the number recommended by such lead underwriter or underwriters, or disposed of, as applicable, based on the respective amount of Equity Interests owned by themif any; (b) priority in the case of a registration statement Demand Registration that is an Underwritten Offering or Takedown a Marketed Underwritten Offering pursuant to Section 5.1 initiated by the Company for its own accounta Stockholder, in each case, which gives rise to a Piggyback Registration or Piggyback Shelf-Offering pursuant to Section 2.02, 5.7 will be (iA) first, Equity Interests all Registrable Shares proposed to be offered by the initiating Stockholder or Stockholders pro rata in accordance with the number of Registrable Shares each such Stockholder has requested to register, (B) second, pro rata among any other participating Stockholders and any other holders of Common Stock requested to be disposed of pursuant to rights which may be granted in accordance with Section 5.13, and (C) third any shares of Common Stock proposed to be offered by the Company for its own account and (ii) secondaccount, pro rata among Holder(s) with respect to any Registrable Securities requested so that the total number of shares of Common Stock to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, any such offering for the account of Holder(s) pursuant to Section 2.02 and any other holders of Equity Interests requested to be registered all such Persons will not exceed the number recommended by such lead underwriter or disposed ofunderwriters, as applicable, based on the respective amount of Equity Interests owned by themif any; and (c) priority in the case of a registration statement or Takedown an Underwritten Offering initiated by the Company for the account of holders of Equity Interests Common Stock (other than Holder pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Stockholders) which gives rise to a Piggyback Registration or Piggyback Shelf-Offering pursuant to Section 2.02, 5.7 will be (iA) first, all shares of Common Stock requested to be disposed of for the account of the initiating holder or holders pursuant to rights which may be granted in accordance with Section 5.13, (B) second, pro rata among the participating Stockholders and any other holders of Equity Interests requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities Common Stock requested to be included disposed of pursuant to rights which may be granted in the Registration Statementaccordance with Section 5.13, or (C) third, pro rata among any other holders of Common Stock requested to be disposed of, pursuant and (D) fourth any shares of Common Stock proposed to the Takedown Offering, for the account of Holder pursuant to its registration rights under Section 2.02, (iii) third, Equity Interests be offered by the Company for its own account, and (iv) fourth, pro rata among any other holders so that the total number of Equity Interests requested shares of Common Stock to be registeredincluded in any such offering for the account of all such Persons will not exceed the number recommended by such lead underwriter or underwriters, or disposed of, as applicable, based on the respective amount of Equity Interests owned by themif any.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter of an Underwritten Offering advises the Company in writing that, in its reasonable opinion, opinion the number of Equity Interests (including any Registrable Securities) that the Company, Holder Shareholder and any other persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Offering is such that the success of any such offering would be materially and adversely affected, including with respect to the price at which the securities can be sold, then the number of shares of Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Offering, as applicable, for the account of the Company, Holder Shareholder and any other persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Offering, as applicable, to the number recommended by such lead Underwriter; provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a Demand Registration or Takedown Offering pursuant to Section 2.01(a3.01(a) or Section 2.01(b3.01(b) will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder Shareholder pursuant to Section 2.01(a3.01(a) or Section 2.01(b3.01(b), (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, account and (iii) third, pro rata among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned to be included in any such offering for the account of all such persons will not exceed the number recommended by themsuch lead Underwriter; (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account, account which gives rise to a Piggyback Registration pursuant to Section 2.02, 3.02 will be (i) first, Equity Interests proposed to be offered by the Company for its own account and account, (ii) second, pro rata among Holder(s) with respect to any the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder(s) Shareholder pursuant to Section 2.02 3.02 and (iii) third, pro rata among any other holders of Equity Interests requested to be registered registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned to be included in any such offering for the account of all such persons will not exceed the number recommended by themsuch lead Underwriter; and (c) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of Equity Interests other than Holder Shareholder pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Company which gives rise to a Piggyback Registration pursuant to Section 2.02, 3.02 will be (i) first, pro rata among the holders of Equity Interests requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, for the account of Holder Shareholder pursuant to its registration rights under Section 2.023.02, (iii) third, Equity Interests offered by the Company for its own account, account and (iv) fourth, pro rata among any other holders of Equity Interests requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned to be included in any such offering for the account of all such persons will not exceed the number recommended by themsuch lead Underwriter.

Reduction of Size of Underwritten Offering. Notwithstanding anything to the contrary contained herein, if the lead Underwriter Underwriter(s) of an Underwritten Offering advises the Company in writing that, in its reasonable opinion, opinion the number of Equity Interests shares of Common Stock (including any Registrable Securities) that the Company, Holder Shareholders and any other persons Persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Offering is such exceeds the number that the success of any such offering would can be sold without materially and adversely affected, including with respect to affecting the price at which the securities can be sold, then the number of shares of Common Stock or other Equity Interests to be included in the Registration Statement, or disposed of pursuant to such Takedown Offering, as applicable, for the account of the Company, Holder Shareholders and any other persons Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Offering, as applicable, to the number recommended by such lead UnderwriterUnderwriter(s); provided, however, that such reduction shall be made in accordance with the following priorities: (a) priority in the case of a Takedown Offering or Demand Registration or Takedown Offering pursuant to Section 2.01(a3.01(a) or Section 2.01(b3.01(b) will be (i) first, all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder the Takedown Shareholders or Demand Shareholders, as applicable, pursuant to Section 2.01(a3.01(a) or Section 2.01(b3.01(b), pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (ii) second, any Common Stock or other Equity Interests proposed to be offered by the Company for its own account, account and (iii) third, pro rata among any other holders of shares of Common Stock or other Equity Interests requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned shares of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter; (b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account, account which gives rise to a Piggyback Registration pursuant to Section 2.02, 3.02 will be (i) first, Equity Interests Common Stock proposed to be offered by the Company for its own account and account, (ii) second, pro rata among Holder(s) with respect to any the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of Holder(s) the Piggyback Shareholders pursuant to their registration rights under Section 2.02 3.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, and (iii) third, pro rata among any other holders of Equity Interests shares of Common Stock requested to be registered registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned shares of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter; and (c) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of Equity Interests Common Stock other than Holder the Shareholders pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company, Company which gives rise to a Piggyback Registration pursuant to Section 2.02, 3.02 will be (i) first, pro rata among the holders of Equity Interests shares of Common Stock requesting the offering pursuant to such contractual right, based on the respective amount of Equity Interests owned by them, (ii) second, Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, as applicable, for the account of Holder the Piggyback Shareholders pursuant to its their registration rights under Section 2.023.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (iii) third, Common Stock or other Equity Interests offered by the Company for its own account, account and (iv) fourth, pro rata among any other holders of Equity Interests shares of Common Stock requested to be registered, or disposed of, as applicable, based on so that the respective amount total number of Equity Interests owned Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by themsuch lead Underwriter.