Common use of Cutbacks Clause in Contracts

Cutbacks. If the managing underwriters advise PubCo and the selling Securityholders that, in their opinion, the number of Registrable Securities requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and the offering is not being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, PubCo will have first priority. If PubCo is selling Registrable Securities for its own account in such offering and the offering is being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, the Person making the demand, whether it be Cadent or HoldCo, will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) based on who made the demand for such offering or otherwise.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders that, in their opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities Shares that the underwriters advise can be sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and the offering is not being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, PubCo will have first priority. If PubCo is selling Registrable Securities for its own account in such offering and the offering is being made on account of a demand made by Cadent the Refinitiv Holders or HoldCothe Bank Holders, as applicable, pursuant to Section 2.1 hereof or Section 2.5 hereof, the Person making the demandselling Securityholders, whether it be Cadent or HoldCo, will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders Employees (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo the Company, as applicable, will be subject to cutback pro rata based on the number of Registrable Securities and other Shares, as applicable, initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) who made the demand for such offering or otherwise. If the Company is selling Shares for its own account in such offering and the offering is not being made on account of a demand made by the Refinitiv Holders or the Bank Holders, as applicable, pursuant to Section 2.1 hereof or Section 2.5 hereof, the Company will have first priority. To the extent of any remaining capacity, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) will be subject to cutback pro rata based on the number of Registrable Securities and other Shares, as applicable, initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) who made the demand for such offering or otherwise.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders Stockholders in writing that, in their opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only then the number of Registrable Securities that Shares to be included in such underwritten offering shall be reduced in the underwriters advise can following order of priority. (i) In the case of a registered offering upon the demand of one or more Carlyle Stockholders, the Carlyle Stockholders collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and . (ii) In the offering is not being made on account case of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, PubCo will have first priority. If PubCo is selling Registrable Securities for its own account in such registered offering and upon the offering is being made on account initiative of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereofthe Company, the Person making the demand, whether it be Cadent or HoldCo, Company will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders (Carlyle Stockholders as a group will have first priority and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo will be subject to cutback pro rata based on the number of Registrable Securities Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, without distinguishing between Securityholders (or all other Persons exercising pari passu shareholders having similar registration rights) rights will have second priority and will be subject to cutback pro rata based on who made the demand for number of Shares initially requested by them to be included in such offering or otherwiseExcept as contemplated by the preceding sentence, other shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Carlyle Majority Interest.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders Stockholders that, in their opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities Shares that the underwriters advise can be sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and . (i) In the offering is not being made on account case of a registered offering upon the demand made by Cadent of one or HoldComore Carlyle Stockholders, as applicable, the selling Stockholders (including those Carlyle Stockholders exercising piggyback rights pursuant to Section 2.1 hereof, PubCo 4.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such selling Stockholder (up to the number of Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. If PubCo is Except as contemplated by the immediately preceding three sentences, other selling Registrable Securities for stockholders (other than transferees to whom a Carlyle Stockholder has assigned its own account rights under this Agreement) will be included in an underwritten offering only with the consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering and offering. (ii) In the offering is being made on account case of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereofregistered offering upon the initiative of the Company, the Person making the demand, whether it be Cadent or HoldCo, Company will have first priority. To the extent of any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, and in all other cases, the selling Securityholders (and any other Persons stockholders having similar registration rights pari passu with as a group, on the Securityholders and participating in such offering) and PubCo other hand, will be subject to cutback pro rata based on the number of Registrable Securities Shares initially requested by such group to be included in such offering. The selling Carlyle Stockholders will be subject to cutback pro rata, based on the Initial Capital Interest of each such selling Carlyle Stockholder (up to the number of Shares initially requested by them to be included in such offering). Except as contemplated by the immediately preceding sentence, without distinguishing between Securityholders other stockholders (or other Persons exercising pari passu registration rightsthan transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) based on who made will be included in an underwritten offering only with the demand for such offering or otherwiseconsent of a Carlyle Majority Interest.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders Stockholders that, in their opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities Shares that the underwriters advise can be sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and . (i) In the offering is not being made on account case of a registered offering upon the demand made by Cadent of one or HoldComore Carlyle Stockholders, as applicable, the selling Stockholders (including those Carlyle Stockholders exercising piggyback rights pursuant to Section 2.1 hereof, PubCo 4.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such selling Stockholder (up to the number of Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. If PubCo is Except as contemplated by the immediately preceding three sentences, other selling Registrable Securities for shareholders (other than transferees to whom a Carlyle Stockholder has assigned its own account rights under this Agreement) will be included in an underwritten offering only with the consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering and offering. (ii) In the offering is being made on account case of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereofregistered offering upon the initiative of the Company, the Person making the demand, whether it be Cadent or HoldCo, Company will have first priority. To the extent of any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, and in all other cases, the selling Securityholders (and any other Persons shareholders having similar registration rights pari passu with as a group, on the Securityholders and participating in such offering) and PubCo other hand, will be subject to cutback pro rata based on the number of Registrable Securities Shares initially requested by such group to be included in such offering. The selling Carlyle Stockholders will be subject to cutback pro rata, based on the Initial Capital Interest of each such selling Carlyle Stockholder (up to the number of Shares initially requested by them to be included in such offering). Except as contemplated by the second preceding sentence, without distinguishing between Securityholders other shareholders (or other Persons exercising pari passu registration rightsthan transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) based on who made will be included in an underwritten offering only with the demand for such offering or otherwiseconsent of a Carlyle Majority Interest.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders Stockholders that, in their opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities Shares that the underwriters advise can be sold in such offering. If PubCo is selling Registrable Securities for its own account in such offering and . (i) In the offering is not being made on account case of a registered offering upon the demand made by Cadent of one or HoldComore ZFSG Stockholders, as applicable, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 2.1 hereof, PubCo 3.1(b)) collectively will have first priority. If PubCo is selling Registrable Securities for its own account priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the offering is being made on account number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. (ii) In the case of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereofregistered offering upon the initiative of the Company, the Person making the demand, whether it be Cadent or HoldCo, Company will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders (Stockholders as a group will have second priority and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo will be subject to cutback pro rata based on the number of Registrable Securities Shares initially requested by them such selling Stockholders to be included in such offering. To the extent of any remaining capacity, without distinguishing between Securityholders (or all other Persons exercising pari passu stockholders having similar registration rights) rights as a group will have third priority and will be subject to cutback pro rata based on who made the demand for number of Shares initially requested by such offering or otherwisegroup to be included in such offering.

Cutbacks. If the managing underwriters advise PubCo the Registrant and the selling Securityholders Holders that, in their reasonable opinion, the number of Registrable Securities Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities Shares that the underwriters advise can be sold in such offeringoffering without such adverse effect. If PubCo the Registrant is selling Registrable Securities Shares for its own account in such offering (for clarity, excluding Shares to be sold by the Registrant for its own account to the extent the proceeds from such sale will be used to purchase LLC Units from Holders), and the offering is not being made on account of a demand made by Cadent or HoldCoa Principal Stockholder, as applicable, pursuant to Section 2.1 hereof, PubCo the Registrant will have first priority. If PubCo is selling Registrable Securities for its own account in such offering priority and the offering is being made on account of a demand made by Cadent or HoldCo, as applicable, pursuant to Section 2.1 hereof, the Person making the demand, whether it be Cadent or HoldCo, will have first priority. To the extent of any remaining capacity, and unless otherwise determined by each Principal Stockholder who requested to sell Registrable Securities in all other casessuch offering, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo Holders will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) Holders based on who made the demand for such offering or otherwisewho is exercising piggyback rights. In all other cases, the Holders will have first priority, and unless otherwise determined by each Principal Stockholder who requested to sell Registrable Securities in such offering, the selling Holders will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Holders based on who made the demand for such offering or who is exercising piggyback rights.

Cutbacks. If the managing underwriters advise PubCo the Company and the selling Securityholders that, in their opinion, the number of Registrable Securities requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering. If PubCo the Company is selling Registrable Securities for its own account in such offering and the offering is not being made on account of a demand made by Cadent or HoldCoCWE, as applicable, pursuant to Section 2.1 hereof, PubCo the Company will have first priority. If PubCo the Company is selling Registrable Securities for its own account in such offering and the offering is being made on account of a demand made by Cadent or HoldCoCWE, as applicable, pursuant to Section 2.1 hereof, the Person making the demand, whether it be Cadent or HoldCoCWE, will have first priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and PubCo the Company will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) based on who made the demand for such offering or otherwise.