Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. If the public offering of Registrable Securities is to be underwritten and, in the good faith judgment of the managing underwriter, the inclusion of all the Registrable Securities requested to be registered hereunder would interfere with the successful marketing of a smaller number of such shares of Registrable Securities, the number of shares of Registrable Securities to be included shall be reduced to such smaller number with the participation in such offering to be pro rata among the Holders of Registrable Securities requesting such registration, based upon the number of shares of Registrable Securities owned by such Holders. Any shares that are thereby excluded from the offering shall be withheld from the market by the Holders thereof for a period (not to exceed 30 days prior to the effective date and 75 days thereafter) that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The Company and, subject to the requirements of Section 11 hereof, other Holders of securities of the Company may include such securities in such Registration if, but only if, the managing underwriter concludes that such inclusion will not interfere with the successful marketing of all the Registrable Securities requested to be included in such registration.

Underwriter’s Cutback. If the public offering of Registrable Securities Restricted Stock is to be underwritten and, in the good faith judgment of the managing underwriter, the inclusion of all the Registrable Securities Restricted Stock requested to be registered hereunder would interfere with the successful marketing of a smaller number of such shares of Registrable SecuritiesRestricted Stock, the number of shares of Registrable Securities Restricted Stock to be included shall be reduced to such smaller number with the participation in such offering to be pro rata among the Holders of Registrable Securities Restricted Stock requesting such registration, based upon the number of shares of Registrable Securities Restricted Stock owned by such Holders. Any shares that are thereby excluded from the offering shall be withheld from the market by the Holders thereof for a period (not to exceed begin more than 30 days prior to the proposed effective date and 75 nor continue for more than 90 days thereafter) that the managing underwriter reasonably determines is necessary in order to effect the underwritten public pubic offering. The Company and, subject to the requirements of Section 11 hereof, other Holders of applicable securities of the Company may include such securities in such Registration if, but only if, the managing underwriter concludes that such inclusion will not interfere with the successful marketing of all the Registrable Securities Restricted Stock requested to be included in such registration.

Underwriter’s Cutback. If the public offering of Registrable Securities is to be underwritten and, in the good faith judgment of the managing underwriter, the inclusion of all the Registrable Securities requested to be registered hereunder would interfere with the successful marketing of a smaller number of such shares of Registrable Securities, the number of shares of Registrable Securities to be included shall be reduced to such smaller number with the participation in such offering to be pro rata among the Holders of Registrable Securities requesting such registration, based upon the number of shares of Registrable Securities owned by such Holders. Any shares that are thereby excluded from the offering shall be withheld from the market by the Holders thereof for a period (not to exceed 30 days prior to the effective date and 75 90 days thereafter) that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The Company and, subject to the requirements of Section 11 hereof, other Holders of securities of the Company may include such securities in such Registration if, but only if, the managing underwriter concludes that such inclusion will not interfere with the successful marketing of all the Registrable Securities requested to be included in such registration.