Section 2 Cutbacks Clause Samples

Section 2 Cutbacks. If the managing underwriter advises Atlantic Capital that the number of shares to be included in a registration pursuant to Section 2 should be limited due to market conditions, (i) all shares of securities held by shareholders of Atlantic Capital other than holders of Registrable Securities (other than a holder of Registrable Securities) exercising a contractual right to demand registration giving rise to such registration shall first be excluded, (ii) next, if additional shares must be excluded from such registration, all Participating Holders shall share pro rata in the number of shares of Registrable Securities to be excluded from such registration pursuant to this clause (ii), such sharing to be based on the respective numbers of Registrable Securities owned by such Participating Holders, and (iii) thereafter, if additional shares must be excluded from such registration, shares to be sold for the account of Atlantic Capital shall be excluded; provided, however, that no exclusion provided for herein shall reduce the amount of Registrable Securities to be included in such registration to an amount that is less than twenty-five percent (25%) of the total amount of shares to be included in such registration based on aggregate market value.