Common use of Underwriter Cutback Clause in Contracts

Underwriter Cutback. Notwithstanding any other provision of this Section 2.2, if the managing underwriter of any NewCo Registration involving an Underwritten Offering advises NewCo in writing that the number of Registrable Securities requested to be included in such Underwritten Offering, when added to the number of other securities to be offered in the Underwritten Offering pursuant to Section 2.2(a)(B) (and any securities held by any other security holder of NewCo as permitted by NewCo), would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such Underwritten Offering, then the following securities shall be included in such NewCo Registration, to the extent of the total number of securities that NewCo is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 2.2(c) Sale Number”): (i) first, all securities proposed to be registered by NewCo; (ii) second, to the extent the number of securities proposed to be registered pursuant to the foregoing clause (i) is less than the Section 2.2(c) Sale Number, the number of Registrable Securities proposed to be registered by IAC; and (iii) third, to the extent the number of securities to be registered pursuant to the foregoing clause (i), when added to the securities to be registered pursuant to the foregoing clause (ii), is less than the Section 2.2(c) Sale Number, the number of securities proposed to be registered by any other security holder of NewCo.

Underwriter Cutback. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter of any NewCo IAC Registration involving an Underwritten Offering advises NewCo IAC in writing that the number of Registrable Securities requested to be included in such Underwritten Offering, when added to the number of other securities to be offered in the Underwritten Offering as permitted by IAC pursuant to Section 2.2(a)(B) (and any securities held by any other security holder of NewCo as permitted by NewCo2.1(f), would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such Underwritten Offering, then the following securities shall be included in such NewCo IAC Registration, to the extent of the total number of securities that NewCo IAC is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 2.2(c2.1(g) Sale Number”): (i) first, all securities Registrable Securities IAC proposed to be registered by NewCoregister in the applicable Demand Notice; (ii) second, to the extent the number of securities proposed to be registered pursuant to the foregoing clause (i) is less than the Section 2.2(c2.1(g) Sale Number, the number of Registrable Securities securities proposed to be registered by IACNewCo; and (iii) third, to the extent the number of securities to be registered pursuant to the foregoing clause (i), when added to the securities to be registered pursuant to the foregoing clause (ii), is less than the Section 2.2(c2.1(g) Sale Number, the number of securities proposed to be registered by any other security holder of NewCo.