Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. Notwithstanding the foregoing, if a registration pursuant to Section 3 or this Section 4 involves an Underwritten Offering and the managing underwriter(s) of such proposed Underwritten Offering advises the Company or the Apollo Group that the total or kind of securities that such Holders and any other Persons intend to include in such offering (or Underwritten Shelf Take-Down, as applicable), or that the inclusion of certain Holders in such offering, would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering (or Underwritten Shelf Take-Down, as applicable), then the number of securities proposed to be included in such registration (or Underwritten Shelf Take-Down, as applicable) shall be allocated among the Company and all of the selling Apollo Group and Management Holders and other applicable Holders, such that the number of securities that each such Person shall be entitled to sell in the Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) shall be included in the following order:

Underwriter’s Cutback. Notwithstanding the foregoing, if a registration pursuant to Section 3 2 or this Section 4 3 involves an Underwritten Offering and the managing underwriter(s) of such proposed Underwritten Offering advises the Company Corporation or the Apollo Group Stockholders that the total or kind of securities that such Holders the Apollo Stockholders and any other Persons intend to include in such offering (or Underwritten Shelf Take-Down, as applicable), or that the inclusion of certain Holders holders of the Registrable Securities in such offering, would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering (or Underwritten Shelf Take-Down, as applicable), then the number of securities proposed to be included in such registration (or Underwritten Shelf Take-Down, as applicable) shall be allocated among the Company Corporation and all of the selling Apollo Group and Management Holders Stockholders and other applicable Holdersholders of the Registrable Securities, such that the number of securities that each such Person shall be entitled to sell in the Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) shall be included in the following order:

Underwriter’s Cutback. Notwithstanding If the foregoing, if a registration pursuant Demand Holder requesting the Short Form Registration or Shelf Registration intends to Section 3 or distribute the Eligible Shares covered by its request under this Section 4 involves by means of an Underwritten Offering Offering, it shall so advise the Company as a part of its request made pursuant to this Section 4 and the Company shall include such information in the Short-Form Registration Notice. If the managing underwriter(s) of such proposed Underwritten Offering underwriter advises the Company or the Apollo Group that the total or kind inclusion of securities that all such Holders and any other Persons intend Eligible Shares proposed to include be included in such offering registration (or Underwritten Shelf Take-Down, as applicable), or that ) would interfere with the inclusion of certain Holders in such offering, would be reasonably likely to adversely affect the price, timing or distribution successful marketing (including pricing) of the securities Eligible Shares to be offered in such offering (or Underwritten Shelf Take-Down, as applicable)thereby, then the number of securities Eligible Shares proposed to be included in such registration Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) shall be allocated among the Company and all Selling Investors of the selling Apollo Group and Management Holders and other applicable HoldersCompany proportionately, such that the number of securities Eligible Shares that each such Person Selling Investor shall be entitled to sell in the Underwritten Offering offering (or Underwritten Shelf Take-Down, as applicable) shall be included in the following order: