Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2, if the Company's managing underwriter shall advise the Company and the Holder in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the Holder, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities sought to be registered by the Holder shall be included in such registration; provided, however, that, if the Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, the Holder may withdraw all of its Registrable Securities from such registration.
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