Common use of Underwritten Offerings of Shareholder Securities Clause in Contracts

Underwritten Offerings of Shareholder Securities. If, in the case of delivery of a Supplemental Notice by the Holder relating to an underwritten offering of Shareholder Securities in connection with a demand registration right by such holders, where the managing underwriter shall make a determination, in its sole discretion, in a writing delivered to the Company and the Holder and holders of Shareholder Securities included in such Piggyback Registration Statement that inclusion of some or all of the Registrable Securities would have an Adverse Distribution Effect on the proposed sale of the Shareholder Registration Securities then the Company shall, upon written notice to the Holder and holders of such Shareholder Securities, include in such registration only the number of Securities which, in the sole discretion of the managing underwriter, can be sold without an Adverse Distribution Effect on the proposed sale of the Shareholder Securities covered by the Demand Registration Right, selected from the Holder and the holders of Shareholder Securities seeking to exercise piggyback registration rights, on a pro rata basis in proportion to the number of securities sought to be included in such Piggyback Registration Statement.