Common use of Underwriters’ Cut-Backs Clause in Contracts

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter of a proposed underwritten offering, as the case may be, to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 4.1 or pursuant to other piggyback registration rights, if any, granted by the Company ("Piggyback Securities") to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's Piggyback Securities in such offering unless such Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriter) or Underwriters, and otherwise complies with the provisions of Section 4.4 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Securities on the basis of the number of Registrable Securities requested to be included in such registration by each such holder.

Underwriters’ Cut-Backs. (i) The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter underwriter of a proposed underwritten offeringUnderwritten Offering (including an offering pursuant to a Demand Registration), as the case may be, to permit the Registrable Securities Shares requested to be included in the registration statement for such offering under Section 4.1 2(b) or pursuant to other piggyback registration rights, if any, granted by the Company ("“Piggyback Securities"”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's Holder’s Piggyback Securities in such offering unless such Party Holder accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (managing underwriter or other managing Underwriter) or Underwritersunderwriters, and otherwise complies with the provisions of Section 4.4 2(i) below. If the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering Underwritten Offering advise the Company in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter underwriter or Underwritersunderwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders Holders of Piggyback Securities Registrable Shares on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such holderHolder. (ii) If a Demand Registration involves an Underwritten Offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Shares in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Shares and all other shares of Common Stock proposed to be included in such Underwritten Offering, exceeds the number of shares of Common Stock which can be sold in such Underwritten Offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Demand Registration (A) first, the number of Registrable Shares that the Holders of Registrable Shares propose to sell, and (B) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons pro rata or in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Shares proposed to be sold can be included in such offering, then the Registrable Shares that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Shares owned by each such Holder.

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter of a proposed underwritten offeringoffering (including an offering pursuant to a Demand Registration), as the case may be, to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 4.1 6.2 or pursuant to other piggyback registration rights, if any, granted by the Company ("“Piggyback Securities"”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's ’s Piggyback Securities in such offering unless such Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriter) or Underwriters, and otherwise complies with the provisions of Section 4.4 6.10 below. If the managing Managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Registrable Securities on the basis of the number of Registrable Securities requested to be included in such registration by each such holder.

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter underwriter of a proposed underwritten offering, as the case may be, to permit the Registrable Securities Registerable Common Stock requested to be included in the registration statement for such offering under Section 4.1 3.1 or pursuant to other piggyback registration rights, if any, granted by the Company ("Piggyback Securities") to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any DLJ Party's Piggyback Securities in such offering unless such DLJ Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriterunderwriter) or Underwritersunderwriters, and otherwise complies with the provisions of Section 4.4 3.4 below. If the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering advise the Company in writing that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter underwriter or Underwritersunderwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Securities on the basis of the number of Registrable Securities Registerable Common Stock requested to be included in such registration by each such holder.

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter of a proposed underwritten offeringoffering (including an offering pursuant to a Demand Registration), as the case may be, to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 4.1 5.2 or pursuant to other piggyback registration rights, if any, granted by the Company ("“Piggyback Securities"”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's ’s Piggyback Securities in such offering unless such Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriter) or Underwriters, and otherwise complies with the provisions of Section 4.4 5.10 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Registrable Securities on the basis of the number of Registrable Securities requested to be included in such registration by each such holder.

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter of a proposed underwritten offeringoffering (including an offering pursuant to a Demand Registration), as the case may be, to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 4.1 4.2 or pursuant to other piggyback registration rights, if any, granted by the Company ("“Piggyback Securities"”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's ’s Piggyback Securities in such offering unless such Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriter) or Underwriters, and otherwise complies with the provisions of Section 4.4 4.10 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Registrable Securities on the basis of the number of Registrable Securities requested to be included in such registration by each such holder.

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter of a proposed underwritten offeringoffering (including an offering pursuant to a Demand Registration), as the case may be, to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 4.1 6.2 or pursuant to other piggyback registration rights, if any, granted by the DC\1281653.10 Company ("“Piggyback Securities"”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's ’s Piggyback Securities in such offering unless such Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriter) or Underwriters, and otherwise complies with the provisions of Section 4.4 6.10 below. If the managing Managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Registrable Securities on the basis of the number of Registrable Securities requested to be included in such registration by each such holder.

Underwriters’ Cut-Backs. The Company shall use all commercially reasonable efforts to cause the Managing Underwriter or any other managing Underwriter of a proposed underwritten offeringoffering (including an offering pursuant to a Demand Registration), as the case may be, to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 4.1 5.2 or pursuant to other piggyback registration rights, if any, granted by the Company ("Piggyback Securities") to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Party's Piggyback Securities in such offering unless such Party accepts the terms of the underwriting agreement between the Company and the Managing Underwriter (or other managing Underwriter) or Underwriters, and otherwise complies with the provisions of Section 4.4 5.10 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Registrable Securities on the basis of the number of Registrable Securities requested to be included in such registration by each such holder. In addition, if the Managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the total amount of Piggyback Securities of the Management Holders to be included in such offering is, as a result of such Management Holders' positions as employees and officers of the Company, sufficiently large to potentially impede or interfere with the offering, then the amount of Piggyback Securities of such Management Holders to be included in such offering shall be reduced to an amount, and allocated in a manner, that, in the opinion of the Management Underwriter or Underwriters, will not so impede or interfere with the offering.