Common use of Reduction of Underwritten Offering Clause in Contracts

Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if the managing Underwriter or Underwriters, in good faith, advises the Company and the Holders participating in such Underwritten Offering in writing that, in its opinion, the dollar amount or number of Registrable Securities desired to be sold under any such Underwritten Offering, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten 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 such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Holders participating in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that all Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”); (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if If the managing Underwriter or UnderwritersUnderwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company Company, the Demanding Holder and the any other Demand Requesting Holders participating in such Underwritten Offering in writing that, in its opinion, that the dollar amount or number of Registrable Securities desired that the Demanding Holder and the Demand Requesting Holders (if any) desire to be sold under any such Underwritten Offeringsell, taken together with all other Ordinary Shares shares of Company Class A Common Stock or other equity securities Equity Securities that the Company desires to sell for its own account and the Ordinary Sharesshares of Company Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other stockholders of the Company shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities Equity Securities that can be sold in such the Underwritten 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 such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (ai) first, the Registrable Securities of the Demanding Holder and the Demand Requesting Holders participating (if any) (on a pro rata basis based on the respective number of Registrable Securities then owned by such Demanding Holder and each Demand Requesting Holder (if any) in relation to the aggregate number of Registrable Securities owned by such Underwritten Offering that Demanding Holder and each Demand Requesting Holder (if any)), which can be sold without exceeding the Maximum Number of Securities pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that all Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Securities; (bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ai), the Ordinary Shares shares of Company Class A Common Stock or other equity securities Equity Securities that the Company desires to sell for its own accountsell, which can be sold without exceeding the Maximum Number of Securities; and (ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ai) and (bii), the Ordinary Shares or other equity securities shares of Company Class A Common Stock of other persons or entities Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if If the managing Underwriter or UnderwritersUnderwriters in an Underwritten Shelf Takedown, in good faith, advises or advise the Company Company, the Demanding Holders and the Requesting Holders participating in such Underwritten Offering (if any) in writing that, in its opinion, that the dollar amount or number of Registrable Securities desired that the Demanding Holders and the Requesting Holders (if any) desire to be sold under any such Underwritten Offeringsell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities of the Company that can be sold in such the Underwritten 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 such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (ai) first, the Registrable Securities of the Priority Holders participating in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities (pro rata, rata based on the respective number of Registrable Securities that each Priority Holder has requested be included in such Underwritten Registration Shelf Takedown and the aggregate number of Registrable Securities that all such Priority Holders have requested be included in such Underwritten Registration Shelf Takedown (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ai), the Ordinary Shares or other equity securities Registrable Securities of the Requesting Holders that the Company desires to sell for its own accountare not Priority Holders, which Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and , (ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ai) and (bii), the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if If the managing Underwriter or UnderwritersUnderwriters in an underwritten offering pursuant to a Demand Registration, in good faith, advises the Company Company, the Demanding Holders and the Requesting Holders participating in such Underwritten Offering (if any) in writing that, in its opinion, that the dollar amount or number of shares of Registrable Securities desired which the Demanding Holders and the Requesting Holders (if any) desire to be sold under any such Underwritten Offeringsell, taken together with all other Ordinary Shares or other equity securities that which the Company desires to sell for its own account and the Ordinary SharesShares or other securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering underwritten 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 such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as followsunderwritten offering: (ai) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata based on the respective number of shares that each such Demanding Holder has requested be included in such Registration, regardless of the Holders participating in number of Registrable Securities held by each such Underwritten Offering Demanding Holder) that can be sold without exceeding the Maximum Number of Securities pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that all Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Securities; (bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ai), the Ordinary Shares or other equity securities Registrable Securities as to which Demand Registration has been requested by any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the Company desires to sell for its own account, which number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; and (ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ai) and (bii), the Ordinary Shares or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if If the managing Underwriter or UnderwritersUnderwriters in an Underwritten Registration, in good faith, advises the Company and Company, the Demanding Holders participating in such Underwritten Offering or the Shelf Demanding Holders, as applicable, in writing that, in its opinion, that the dollar amount or number of Registrable Securities desired that the Demanding Holders or the Shelf Demanding Holders, as applicable, desire to be sold under any such Underwritten Offeringsell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such the Underwritten 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 such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (ai) first, the Registrable Securities of the Demanding Holders participating in such Underwritten Offering that can be sold without exceeding or the Maximum Number of Securities Shelf Demanding Holders and the Requesting Holders or Shelf Requesting Holders, as applicable, (pro rata, rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that all such Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ai), the Ordinary Shares or other equity securities that the Company desires to sell for its own accountsell, which can be sold without exceeding the Maximum Number of Securities; and (ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ai) and (bii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.