Common use of Cutback Clause in Contracts

Cutback. Notwithstanding any other provision of Section 3, if, in connection with a Section 3.3 Underwritten Offering, the managing underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting (the “Demand Allowable Amount”) shall be reduced as required by the underwriter(s) and the number of Shares that may be included in the registration will be allocated as follows: In the case of a Demand Marketed Offering: (i) first, (i) up to 50% of the Demand Allowable Amount to the Demand Initiating Holder and (ii) up to 50% of the Demand Allowable Amount to the Company; (ii) second, up to the remaining Demand Allowable Amount, if any, to the Non-Demand Initiating Holder; (iii) third, up to the remaining Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder; and (iv) fourth, up to the remaining Demand Allowable Amount, if any, to the Demand Initiating Holder. (v) In the case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder; and (vii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.

Cutback. Notwithstanding any other provision of Section 3, ifthis Agreement, in connection with a Section 3.3 Underwritten Company Initiated Marketed Offering, if the managing underwriter(sunderwriter determine(s) advise(s) the Company in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be underwritten pursuant heretoSecurities) from the registration and the underwriting, and the number of Registrable Securities that may be included in the underwriting (the “Demand Allowable Amount”) shall be reduced as required by the underwriter(s) and the number of Shares shares that may be included in the registration will and the underwriting (the “Company Initiated Allowable Amount”) shall be allocated as follows: In the case of a Demand Marketed Offering:allocated (i) first, (i) up to 50% of the Demand Company Initiated Allowable Amount to the Demand Initiating Holder Company and (ii) up to 50% of the Demand Company Initiated Allowable Amount to each of SB or Yahoo if SB and/or Yahoo requested inclusion of their Registrable Securities in such Offering Document, on a pro rata basis based on the Companytotal number of Registrable Securities then held by each such Holder; (ii) second, if either of SB or Yahoo requests inclusion of their Registrable Securities in an amount less than the pro rata amount permitted in Section 4.5(i), then up to the remaining Demand Company Initiated Allowable Amount, if any, Amount to the Non-Demand Initiating other Holder; (iii) third, up to the remaining Demand Company Initiated Allowable Amount, if any, to the Company; and (iv) fourth, up to the remaining Company Initiated Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder; and (iv) fourth, up to the remaining Demand Allowable Amount, if any, to the Demand Initiating Holder. (v) In the case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder; and (vii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.

Cutback. Notwithstanding any other provision of Section 3, if, in connection with a Section 3.3 Underwritten Offering, the managing underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting (the “"Demand Allowable Amount”") shall be reduced as required by the underwriter(s) and the number of Shares that may be included in the registration will be allocated as follows: In the case of a Demand Marketed Offering: (i) first, (i) up to 50% of the Demand Allowable Amount to the Demand Initiating Holder and (ii) up to 50% of the Demand Allowable Amount to the Company; (ii) second, up to the remaining Demand Allowable Amount, if any, to the Non-Demand Initiating Holder; (iii) third, up to the remaining Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder; and (iv) fourth, up to the remaining Demand Allowable Amount, if any, to the Demand Initiating Holder. (v) In the case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder; and (vii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.