Common use of Underwriter Cutbacks in a Demand Registration Clause in Contracts

Underwriter Cutbacks in a Demand Registration. In connection with any Demand Registration, if the sole or managing underwriter of the registration advises the Company that in its opinion the number of Registrable Securities requested to be included exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, the number of Registrable Securities up to the Maximum Offering Size: (i) In an H&F Additional Demand Registration: (A) first, the number of Registrable Securities requested to be included in such registration by the H&F Holders up to the H&F Priority Amount; and (B) second, the number of Registrable Securities requested to be included in such registration by all Stockholders (including the H&F Holders), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among each Stockholder on the basis of the Economic Interest of each stockholder. (ii) In a Demand Registration other than the H&F Additional Demand Registration, if the H&F Holder is the Requesting Holder: (A) first, the number of securities requested to be included in such registration by the H&F Holders up to the H&F Priority Amount; (B) second, the number of Registrable Securities requested to be included in such registration by the H&F Holders and AIC up to the respective number of shares equal to the percentage of the H&F Holders’ and AIC’s respective Economic Interest multiplied by the Maximum Offering Size; (C) third, any additional Registrable Securities proposed to be registered by the H&F Holders or AIC, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the H&F Holders and AIC on the basis of the Economic Interest of each; and (D) fourth, the number of securities proposed to be registered by the Company for its own account. (iii) if AIC is the Requesting Holder: (A) first, the number of Registrable Securities requested to be included in such registration by the H&F Holders and AIC up to the respective number of shares equal to the percentage of the H&F Holders’ and AIC’s respective Economic Interest multiplied by the Maximum Offering Size; (B) second, any additional Registrable Securities proposed to be registered by the H&F Holders or AIC, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the H&F Holders and AIC on the basis of the Economic Interest of each; and (C) third, the number of securities proposed to be registered by the Company for its own account.

Underwriter Cutbacks in a Demand Registration. In connection with any Demand Registration, if the sole or managing underwriter of the registration advises the Company that in its opinion the number of Registrable Securities shares of Class A Common Stock requested to be included exceeds the Maximum Offering Size, the Company shall include in such registration, in SC1:3469153.8 the priority listed below, the number of Registrable Securities shares of Class A Common Stock up to the Maximum Offering Size: (i) In an H&F Additional Demand Registration: (A) first, the number of Registrable Securities requested to be included in such registration by the H&F Holders up to the H&F Priority Amount; and (B) second, the number of Registrable Securities requested to be included in such registration by all Stockholders (including the H&F Holders), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among each Stockholder on the basis of the Economic Interest of each stockholder. (ii) In a Demand Registration other than the H&F Additional Demand Registration, if the H&F Holder is the Requesting Holder: (A) first, the number of securities requested to be included in such registration by the H&F Holders up to the H&F Priority Amount; (B) second, the number of Registrable Securities requested to be included in such registration by the H&F Holders and AIC up to the respective number of shares equal to the percentage of the H&F Holders’ and AIC’s respective Economic Interest multiplied by the Maximum Offering Size; (C) third, any additional Registrable Securities proposed to be registered by the H&F Holders or AIC, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the H&F Holders and AIC on the basis of the Economic Interest of each; and (D) fourth, the number of securities proposed to be registered by the Company for its own account. (iiiii) if AIC is the Requesting Holder: (A) first, the number of Registrable Securities requested to be included in such registration by the H&F Holders and AIC up to the respective number of shares equal to the percentage of the H&F Holders’ and AIC’s respective Economic Interest multiplied by the Maximum Offering Size; (B) second, any additional Registrable Securities proposed to be registered by the H&F Holders or AIC, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the H&F Holders and AIC on the basis of the Economic Interest of each; and (C) third, the number of securities proposed to be registered by the Company for its own account.

Underwriter Cutbacks in a Demand Registration. In connection with any Demand Registration, if the sole or managing underwriter of the registration advises the Company that in its opinion the number of Registrable Securities shares of Class A Common Stock requested to be included exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, the number of Registrable Securities shares of Class A Common Stock up to the Maximum Offering Size: (i) In an H&F Additional Demand Registration: (A) first, the number of Registrable Securities requested to be included in such registration by the H&F Holders up to the H&F Priority Amount; and (B) second, the number of Registrable Securities requested to be included in such registration by all Stockholders (including the H&F Holders), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among each Stockholder on the basis of the Economic Interest of each stockholder. (ii) In a Demand Registration other than the H&F Additional Demand Registration, if the H&F Holder is the Requesting Holder: (A) first, the number of securities requested to be included in such registration by the H&F Holders up to the H&F Priority Amount; (B) second, the number of Registrable Securities requested to be included in such registration by the H&F Holders and AIC up to the respective number of shares equal to the percentage of the H&F Holders’ and AIC’s respective Economic Interest multiplied by the Maximum Offering Size; (C) third, any additional Registrable Securities proposed to be registered by the H&F Holders or AIC, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the H&F Holders and AIC on the basis of the Economic Interest of each; and (D) fourth, the number of securities proposed to be registered by the Company for its own account. (iiiii) if AIC is the Requesting Holder: (A) first, the number of Registrable Securities requested to be included in such registration by the H&F Holders and AIC up to the respective number of shares equal to the percentage of the H&F Holders’ and AIC’s respective Economic Interest multiplied by the Maximum Offering Size; (B) second, any additional Registrable Securities proposed to be registered by the H&F Holders or AIC, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the H&F Holders and AIC on the basis of the Economic Interest of each; and (C) third, the number of securities proposed to be registered by the Company for its own account.