Common use of Underwriter Cutbacks Clause in Contracts

Underwriter Cutbacks. Notwithstanding the foregoing, if the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of the Company's Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such 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 shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares.

Underwriter Cutbacks. Notwithstanding the foregoing, if the If any managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten public offering contemplated by Section 1 or 2 advises the Company in writing of its belief that the dollar amount number or number type of shares of the Company's Common Stock which the Company desires Registrable Securities to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold included in such offering without would adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of affect such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”)offering, then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent of the number and type that the Maximum Number Company is so advised can be sold in (or during the time of) such offering: (a) first, all securities proposed by the Company to be sold for its own account; (b) then Registrable Securities to be sold by the holders of Shares has not been reached under the foregoing clause Common Stock that constitute "registrable securities" that were (A), the i) converted or exchanged from shares of Common the Company's preferred stock ranking senior to the Series E Preferred Stock, if any(ii) held by the Company's institutional lenders or investors or (iii) were received upon exercise of warrants held by any holders of any preferred stock or debt issued to the Company's institutional lenders or investors; (c) then, including Registrable Securities to be sold by the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Holders and all other shares of Common Stock which each such person has actually requested outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the same priority as those provided in this Section 4.1 to be included sold by the holders thereof, including, without limitation, Kidd & Co., LLC and its affiliates in proportion to the respective nxxxxrs of their Registrable Securities that are proposed to be sold in such registrationoffering by the Holders and the other Holders, regardless of as the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharescase may be; and (iid) If the registration is a “demand” registration undertaken at the demand of persons pursuant finally, other securities to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number by other holders of Shares; (B) second, securities in proportion to the extent that the Maximum Number respective numbers of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires proposed to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which offering by such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharesholders.

Underwriter Cutbacks. Notwithstanding anything in this Agreement to the foregoingcontrary and in addition to any other limitations on rights to participate in a registration statement hereunder: (i) In the event that a registration statement covered by Section 2(a) or (b) relates to an underwritten public offering, if the number of shares which may otherwise be includable therein for the account of members of management of the Company (as such individuals are identified in good faith by the Board of Directors of the Company) shall be limited in the aggregate to the number which the managing underwriter advises the Board of Directors will not adversely affect the marketing of the other shares included in such offering; and (ii) In the event that a registration statement covered by Section 2(a) or underwriters for a Piggy-Back Registration that is (b) hereof relates to be an underwritten offering (other than the Initial Public Offering as to which Section 2(a)(iii) shall apply) and the managing underwriter of such offering advises the Company in writing that the dollar amount or total number of shares which are proposed to be included therein for the account of selling shareholders is sufficiently large to affect adversely the marketing of the Company's Common Stock which shares in such offering, and as a result thereof the Company desires number of shares proposed to sellbe so included needs to be limited to a specified number of shares (the "Maximum Number") then the following provisions shall apply to reduce the number of such shares to the Maximum Number: FIRST, taken together with shares of Common Stock, if any, as to which the holder thereof does not have the contractual registration has been demanded right to have such shares so included pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which this Agreement shall be excluded from such registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such 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 shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Sharesstatement; (B) secondSECOND, to the extent necessary, additional shares held by appropriate Holders shall be excluded so that the Maximum Number of Shares has not been reached under the foregoing clause (A)) in the case of the first underwritten offering completed subsequent to the Initial Public Offering, the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the aggregate number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock and offering for the account of Holders who are Investcorp Investors shall represent the demanding persons that can lesser of the shares requested to be sold without exceeding included by the Investcorp Investors and 80% of the Maximum Number and shares of Shares; (B) second, Sellers who are not Investcorp Investors shall be included in such registration and offering with respect to the remaining percentage of the Maximum Number to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each by such person has actually requested Sellers to be included in such registrationunderwritten offering, regardless and (B) in the case of subsequent underwritten offerings, the aggregate number of shares to be included in such registration and offering for the account of Common Stock Holders who are Investcorp Investors shall represent the lesser of the shares requested to be included by the Investcorp Investors and 66 2/3% of the Maximum Number and shares of Sellers who are not Investcorp Investors shall be included in such registration and offering with respect to which such persons have the right to request such inclusion) that can be sold without exceeding remaining percentage of the Maximum Number to the extent proposed to be included in such underwritten offering (PROVIDED, however, that at and after such time as the Investcorp Investors have reduced their investment in the Company such that Investcorp Investors hold less than 50% of Shares.the equity securities of the Company obtained by Investcorp Investors in the Recapitalization, the provisions of this Section 2(j)(ii)

Underwriter Cutbacks. Notwithstanding the foregoing, if the If any managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten public offering contemplated by Section 1 or 2 advises the Company in writing of its belief that the dollar amount number or number type of shares of the Company's Common Stock which the Company desires Registrable Securities to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold included in such offering without would adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of affect such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”)offering, then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent of the number and type that the Maximum Number Company is so advised can be sold in (or during the time of) such offering: (a) first, all securities proposed by the Company to be sold for its own account; (b) then Registrable Securities to be sold by the holders of Shares has not been reached under the foregoing clause Common Stock that constitute "registrable securities" that were (A), the ) convened or exchanged from shares of Common the Company's preferred stock ranking senior to the Series A Preferred Stock, if any(B) held by the Company's institutional lenders or investors or (C) were received upon exercise of warrants held by any holders of any preferred stock or debt issued to the Company's institutional lenders or investors; (c) then, including Registrable Securities to be sold by the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Holders and all other shares of Common Stock which each such person has actually requested outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the same priority as those provided in this Section 4.1 to be included sold by the holders thereof, including, without limitation, Kidd & Co., LLC and its affiliates in proportion to the respective xxmbers of their Registrable Securities that are proposed to be sold in such registrationoffering by the Holders and the other Holders, regardless of as the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharescase may be; and (iid) If the registration is a “demand” registration undertaken at the demand of persons pursuant finally, other securities to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number by other holders of Shares; (B) second, securities in proportion to the extent that the Maximum Number respective numbers of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires proposed to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which offering by such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharesholders.

Underwriter Cutbacks. Notwithstanding the foregoing, if the If any managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten public offering contemplated by Section 1 or 2 advises the Company in writing of its belief that the dollar amount number or number type of shares of the Company's Common Stock which the Company desires Registrable Securities to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold included in such offering without would adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of affect such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”)offering, then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent of the number and type that the Maximum Number Company is so advised can be sold in (or during the time of) such offering: (a) first, all securities proposed by the Company to be sold for its own account; (b) then Registrable Securities to be sold by the holders of Shares has not been reached under the foregoing clause Common Stock that constitute "registrable securities" that were (A), the ) converted or exchanged from shares of Common the Company's preferred stock ranking senior to the Series E Preferred Stock, if any(B) held by the Company's institutional lenders or investors or (C) were received upon exercise of warrants held by any holders of any preferred stock or debt issued to the Company's institutional lenders or investors; (c) then, including Registrable Securities to be sold by the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Holders and all other shares of Common Stock which each such person has actually requested outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the same priority as those provided in this Section 4.1 to be included sold by the holders thereof, including, without limitation, Kidd & Co., LLC and its affiliates in proportion to the respective xxmbers of their Registrable Securities that are proposed to be sold in such registrationoffering by the Holders and the other Holders, regardless of as the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharescase may be; and (iid) If the registration is a “demand” registration undertaken at the demand of persons pursuant finally, other securities to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number by other holders of Shares; (B) second, securities in proportion to the extent that the Maximum Number respective numbers of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires proposed to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which offering by such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharesholders.

Underwriter Cutbacks. Notwithstanding anything in this Agreement to the foregoingcontrary and in addition to any other limitations on rights to participate in a registration statement hereunder: (i) In the event that a registration statement covered by Section 2(a) or (b) relates to an underwritten public offering, if the number of shares which may otherwise be includable therein for the account of members of management of the Company (as such individuals are identified in good faith by the Board of Directors of the Company) shall be limited in the aggregate to the number which the managing underwriter advises the Board of Directors will not adversely affect the marketing of the other shares included in such offering; and (ii) In the event that a registration statement covered by Section 2(a) or underwriters for a Piggy-Back Registration that is (b) hereof relates to be an underwritten offering (other than the Initial Public Offering as to which Section 2(a)(iii) shall apply) and the managing underwriter of such offering advises the Company in writing that the dollar amount or total number of shares which are proposed to be included therein for the account of selling shareholders is sufficiently large to affect adversely the marketing of the Company's Common Stock which shares in such offering, and as a result thereof the Company desires number of shares proposed to sellbe so included needs to be limited to a specified number of shares (the "Maximum Number") then the following provisions shall apply to reduce the number of such shares to the Maximum Number: first, taken together with shares of Common Stock, if any, as to which the holder thereof does not have the contractual registration has been demanded right to have such shares so included pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which this Agreement shall be excluded from such registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such 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 shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Sharesstatement; (B) second, to the extent necessary, additional shares held by appropriate Holders shall be excluded so that (A) in the case of the first underwritten offering completed subsequent to the Initial Public Offering, the aggregate number of shares to be included in such registration and offering for the account of Holders who are Investcorp Investors or GEI Investors shall represent the lesser of (1) the shares requested to be included by the Investcorp Investors and GEI Investors and (2) 80% of the Maximum Number of Shares has not been reached under Number, such shares to be included by the foregoing clause (A), Investcorp Investors and the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (GEI Investors pro rata in accordance with based on the number of shares of Common Stock which each such person has actually Registrable Securities the Investcorp Investors and the GEI Investors requested to be included in such registration, regardless and shares of Sellers who are not Investcorp Investors or GEI Investors shall be included in such registration and offering with respect to the remaining percentage of the Maximum Number to the extent requested by such Sellers to be included in such underwritten offering, and (B) in the case of subsequent underwritten offerings, the number of shares of Common Stock with respect Registrable Securities to which be included in such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock and offering for the account of the demanding persons that can Holders shall be sold without exceeding pro rata, up to the Maximum Number of Shares; (B) secondNumber, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with based on the number of shares of Common Stock which each such person has actually Registrable Securities requested to be included in such registrationregistration and offering by each such Holder desiring to participate therein; provided, regardless however, that at and after such time as the Investcorp Investors and the GEI Investors, in the aggregate, have reduced their investment in the Company such that such Investors hold, in the aggregate, less than 50% of the equity securities of the Company held by them in the aggregate immediately after the Recapitalization, the provisions of Section 2(j)(ii)(A) shall no longer apply and all Holders shall be entitled to pro rata participation up to the Maximum Number. Notwithstanding the foregoing, if any such market "cutback" occurs with respect to a Demand Registration and all such Demanding Investors that made the Demand are not able to sell at least eighty percent (80%) of each class of the Registrable Securities that such Demanding Investors proposed to sell pursuant to such Demand Registration, then such request for registration will not count against the number of shares of Common Stock with respect Demands to which such persons have the right Demanding Investor that made the Demand are entitled pursuant to request such inclusion) that can be sold without exceeding the Maximum Number of SharesSection 2(a).

Underwriter Cutbacks. Notwithstanding the foregoing, if the If any managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten public offering contemplated by Section 1 or 2 advises the Company in writing of its belief that the dollar amount number or number type of shares of the Company's Common Stock which the Company desires Registrable Securities to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold included in such offering without would adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of affect such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”)offering, then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second,, to the extent of the number and type that the Maximum Number Company is so advised can be sold in (or during the time of) such offering: (a) first, all securities proposed by the Company to be sold for its own account; (b) then Registrable Securities to be sold by the holders of Shares has not been reached under the foregoing clause Common Stock that constitute "registrable securities" that were (A), the ) converted or exchanged from shares of Common the Company's preferred stock ranking senior to the Series A Preferred Stock, if any(B) held by the Company's institutional lenders or investors or (C) were received upon exercise of warrants held by any holders of any preferred stock or debt issued to the Company's institutional lenders or investors; (c) then, including Registrable Securities to be sold by the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Holders and all other shares of Common Stock which each such person has actually requested outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the same priority as those provided in this Section 4.1 to be included sold by the holders thereof, including, without limitation, Kidd & Co., LLC and its affiliates in proportion to the respective xxmbers of their Registrable Securities that are proposed to be sold in such registrationoffering by the Holders and the other Holders, regardless of as the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharescase may be; and (iid) If the registration is a “demand” registration undertaken at the demand of persons pursuant finally, other securities to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number by other holders of Shares; (B) second, securities in proportion to the extent that the Maximum Number respective numbers of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires proposed to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Regsitrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which offering by such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Sharesholders.