Common use of Reduction Clause in Contracts

Reduction. If a registration initiated by any Institutional Investors pursuant to Section 1.1.1 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included in such registration shall be allocated as follows: (i) first, the shares proposed to be sold by the Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into Common Stock basis) owned by them.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as followsregistration: (i) first, the shares proposed to be sold by the Company, (ii) second, the shares proposed to be sold by the Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration 1.2.1 and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated allotted pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, ; (iiiii) secondthird, the shares proposed to be sold by any other Holders shall be included in such registration exercising rights under Section 1.2.1 and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by any Other Shareholders shall be included in proposing to sell shares of Common Stock pursuant to such registration and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into Common Stock basis) owned by them.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is (a) the Qualified IPO, the Company may limit, to the extent so advised in writing by the underwriters in good faith that marketing factors require such limitation, the amount of Equity Securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders, but only to the extent that (i) any and all Equity Securities held by stockholders and persons or entities other than the Holders are entirely excluded therefrom and (ii) the Registrable Securities of the Series B Investors or the Series C Investors are not limited until and only once the Registrable Securities of the Series A Investors have been entirely excluded therefrom), or may exclude, to the extent so advised in writing by the underwriters in good faith that marketing factors require such exclusion, such Equity Securities (including Registrable Securities) entirely from the Qualified IPO, or (b) an underwritten registration subsequent to the Qualified IPO and the managing underwriters in good faith advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock securities requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as follows: (i) first, the shares Equity Securities proposed to be issued and sold by the Company and the Registrable Securities proposed to be sold by the Institutional Series B Investors exercising rights and the Series C Investors requesting registration under this Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof1.2.1, shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated pro rata among the Company and such Institutional participating Series B Investors and Series C Investors in proportion to the number of Equity Securities and Registrable Securities proposed to be sold by them on an as-if-converted, Common Stock-equivalent basis (subject to the following sentence), (ii) second, the Registrable Securities proposed to be sold by the Series A Only Investors requesting registration under this Section 1.2.1, allocated pro rata among them in proportion to the number of Registrable Securities proposed to be sold by them on an as-if-converted, Common Stock-equivalent basis (subject to the following sentence), and (iii) third, the Equity Securities held by any other stockholders or persons or entities proposing to sell such Equity Securities pursuant to such registration. Notwithstanding anything to the contrary herein, unless a registration pursuant to this Section 1.2 is part of the Qualified IPO, in no event will the Registrable Securities to be sold by the Series B Investors and the Series C Investors pursuant thereto be reduced below thirty percent (30%) of the total amount of the Registrable Securities of the Series B Investors and the Series C Investors requested for inclusion therein, allocated pro rata among the Series B Investors and the Series C Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated them on an as-converted into if-converted, Common Stock Stock-equivalent basis) owned by them.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as follows: (i) first, the shares proposed to be sold by the Institutional Investors Company, (ii) second, the shares proposed to be sold by Other Shareholders with Existing Rights in accordance with the terms of agreements between the Company and such Other Shareholders as of the date hereof, (iii) third, the Registrable Securities proposed to be sold by the Holders exercising rights under Section 1.1.1 1.2.1 and, if all such Registrable Securities cannot be included in such registration due to marketing factors, the amount of Registrable Securities to be included in such registration by all such Holders shall be allocated pro rata among such Holders in proportion to the number of Registrable Securities owned by them, and (iv) fourth, the shares proposed to be sold by any other Institutional Investors Other Shareholders without Existing Rights proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated amongst such Other Shareholders in accordance with the terms of such other agreements as may exist between the Company and such Other Shareholders with respect to the registration of their shares of Common Stock, or if no such other agreements shall exist, pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into to Common Stock basis) owned by them.

Reduction. If a registration initiated by any Institutional Investors Initiating Holders pursuant to Section 1.1.1 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offeringoffering at a price and on other terms acceptable to the Initiating Holders, then the amount of such shares that may be included in such registration shall be allocated as follows: (i) first, the shares Registrable Shares proposed to be sold by the Institutional Investors Initiating Holders exercising rights under Section 1.1.1 and any other Institutional Investors Holders proposing to sell shares of Common Stock Registrable Shares pursuant to such registration in accordance with the terms hereofhereof shall be included in such registration and, if all such Registrable Shares cannot be included in such registration due to marketing factors, the amount of Registrable Shares to be included in such registration by all such Initiating Holders and any other Holders proposing to sell Registrable Share pursuant to such registration shall be allocated pro rata among such Initiating Holders and other Holders in proportion to the number of Registrable Shares owned by them, (ii) second, the shares proposed to be sold by the Company shall be included in such registration, and (iii) third, the shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated amongst such Other Shareholders in accordance with the terms of such other agreements as may exist between the Company and such Other Shareholders with respect to the registration of their shares of Common Stock, or if no such other agreements shall exist, pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into to Common Stock basis) owned by them.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as follows: (i) first, the shares proposed to be sold by the Institutional Investors Company, (ii) second, the Registrable Shares proposed to be sold by the Holders exercising rights under Section 1.1.1 1.2.1 and, if all such Registrable Shares cannot be included in such registration due to marketing factors, the amount of Registrable Shares to be included in such registration by all such Holders shall be allocated pro rata among such Holders in proportion to the number of Registrable Shares owned by them, and (iii) third, the shares proposed to be sold by any other Institutional Investors Other Shareholders proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated amongst such Other Shareholders in accordance with the terms of such other agreements as may exist between the Company and such Other Shareholders with respect to the registration of their shares of Common Stock, or if no such other agreements shall exist, pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into to Common Stock basis) owned by them.

Reduction. If a registration initiated by in which any Institutional Investors Piggyback Holder has the right to participate pursuant to this Section 1.1.1 1.2 is an underwritten registration registration, and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock securities requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as follows: (i) first, the shares securities of the Company proposed to be sold by the Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by themCompany, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration andPAR and Hartford exercising rights under Section 1.2.1 of the Registration Rights Agreement, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders them in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by Other Holders exercising rights under Section 1.2.1 of the Company shall be included Registration Rights Agreement, allocated pro rata among such Other Holders in proportion to the number of Registrable Securities owned by such registrationOther Holders, and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such registration andCPQ Holdings, if all such shares cannot be included in such underwriting due to marketing factorsInc. ("CPQ") and Hewlett-Packard Company ("HP") exercising rights under the Registration Rights Agreements by and between Interland-Georgia and each of CPQ and HP dated as of June 30, 2000 (the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders "CQP/HP AGREEMENTS"), (v) fifth, Ken Gavranovic and Waldemar Fernandez exercising rights under Sectixx 0.0.0 xx xxe Regxxxxxxxxx Xxxxxx Xgreement on an equal basis in proportion to the number of Registrable Securities owned by them, (vi) sixth, the shares proposed to be sold by Piggyback Holders exercising rights under Section 1.2.1 of this Agreement, allocated pro rata among the Piggyback Holders in proportion to the number of Registrable Securities owned by each of them and (vii) seventh, by any other shareholders proposing to sell shares of Common Stock (calculated on pursuant to such registration. The preceding order of reduction is a reflection of the Registration Rights Agreement and not a result of an as-converted into Common Stock basis) owned independent negotiation by themand among the New Holders.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is (i) the QIPO, the Company may limit, to the extent so advised in writing by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), or may exclude, to the extent so advised in writing by the underwriters, such securities (including Registrable Securities) entirely from the QIPO, or (ii) an underwritten registration subsequent to the QIPO, and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock securities requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the Company may limit the amount of such shares that may be included in such registration shall be allocated as follows: securities (iincluding Registrable Securities) first, the shares proposed to be sold by the Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors the Company’s stockholders (including the Holders) pursuant to this Agreement or otherwise; provided, however, that (a) no shares proposed to be included by an Additional Holder, excluding Holders of Forced Conversion Common Stock, shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the excluded if any shares proposed to be sold by any Holders of Forced Conversion Common Stock or other stockholders who are not Additional Holders shall be are included in such registration and, (b) if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares Registrable Securities proposed to be included in such registration by all such other the Additional Holders, excluding Holders of Forced Conversion Common Stock, are included, no shares proposed to be included by an Existing Holder shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the excluded if any shares proposed to be sold by Holders of Forced Conversion Common Stock or other stockholders who are not Additional Holders or Existing Holders are included and (c) if all Registrable Securities proposed to be included by Additional Holders, excluding Holders of Forced Conversion Common Stock, and the Company Existing Holders are included, no shares proposed to be included by a Holder of Forced Conversion Common Stock shall be included in such registration, and (iv) fourth, the excluded if any shares proposed to be sold by Other Shareholders shall be included in such registration and, if all such shares canother stockholders who are not be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into Common Stock basis) owned by themHolders are included.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of XBKS Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as followsregistration: (i) first, the shares proposed to be sold by the Company, (ii) second, the shares proposed to be sold by the Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration 1.2.1 and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors shall be allocated allotted pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, ; (iiiii) secondthird, the shares proposed to be sold by any other Holders shall be included in such registration exercising rights under Section 1.2.1 and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by any Other Shareholders shall be included in proposing to sell shares of XBKS Common Stock pursuant to such registration and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders in proportion to the number of shares of XBKS Common Stock (calculated on an as-converted into XBKS Common Stock basis) owned by them.

Reduction. If a registration initiated by any Institutional Investors in which the Investor has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.1 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of XBKS Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as followsregistration: (i) first, the shares proposed to be sold by the Institutional Investors Company; (ii) second, the shares proposed to be sold by any institutional investors exercising demand registration rights under Section 1.1.1 and any other Institutional Investors proposing with respect to sell shares of XBKS Common Stock pursuant to such registration in accordance under agreements with the terms hereof, shall be included in such registration Company entered into prior to the date hereof and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors institutional investors shall be allocated allotted pro rata among such Institutional Investors institutional investors in proportion to the number of Registrable Securities owned by them, ; (iiiii) secondthird, the shares proposed to be sold by any other Holders shall be included in such holders exercising piggyback registration rights with respect to XBKS Common Stock under agreements with the Company entered into prior to the date hereof and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such other Holders holders shall be allocated pro rata among such other Holders holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, ; and (iv) fourth, the shares proposed to be sold by Other Shareholders shall be included in such the Investor under this Agreement and by any other holders exercising registration rights under agreements with the Company entered into on or after the date hereof and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by the Investor and all such Other Shareholders other holders shall be allocated pro rata among such Other Shareholders them in proportion to the number of shares of Common Stock (calculated on an as-converted into Common Stock basis) Registrable Securities owned by them.

Reduction. If a registration initiated by any Institutional Investors Initiating Holders pursuant to Section 1.1.1 or Section 1.3 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offeringoffering at a price and on other terms acceptable to the Initiating Holders, then the amount of such shares that may be included in such registration shall be allocated as follows: (i) first, the shares proposed to be sold by Other Shareholders with Existing Rights shall be included in such registration in accordance with the Institutional Investors terms of such other agreements as exist between the Company and such Other Shareholders as of the date hereof with respect to the registration of their shares of Common Stock, (ii) second, the Registrable Securities proposed to be sold by the Initiating Holders exercising rights under Section 1.1.1 and any other Institutional Investors Holders proposing to sell shares of Common Stock Registrable Securities pursuant to such registration in accordance with the terms hereof, hereof shall be included in such registration and, if all such shares Registrable Securities cannot be included in such registration due to marketing factors, the amount of shares Registrable Securities to be included in such registration by all such Institutional Investors Initiating Holders and any other Holders proposing to sell Registrable Securities pursuant to such registration shall be allocated pro rata among such Institutional Investors in proportion to the number of Registrable Securities owned by them, (ii) second, the shares proposed to be sold by any other Initiating Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such and other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by Other Shareholders without Existing Rights shall be included in such registration and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated amongst such Other Shareholders in accordance with the terms of such other agreements as may exist between the Company and such Other Shareholders with respect to the registration of their shares of Common Stock, or if no such other agreements shall exist, pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into to Common Stock basis) owned by them.

Reduction. If a registration initiated by in which any Institutional Investors Holder has the right or is otherwise permitted to participate pursuant to this Section 1.1.1 1.2 is an underwritten registration and the managing underwriters advise the Company and the Holders and any Other Shareholders participating in the registration writing that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount of such shares that may be included Company shall include in such registration shall be allocated as followsregistration: (i) first, the shares proposed to be sold by the Company, (ii) second, the shares proposed to be sold by the Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors proposing to sell shares of Common Stock pursuant to such registration in accordance with the terms hereof, shall be included in such registration 1.2.1 and, if all such shares cannot be included in such registration due to marketing factors, the amount of shares to be included in such registration by all such Institutional Investors Holders shall be allocated allotted pro rata among such Institutional Investors Holders in proportion to the number of Registrable Securities owned by them, ; (iiiii) secondthird, the shares proposed to be sold by any other Holders shall be included in such registration exercising rights under Section 1.2.1 and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such other Holders shall be allocated pro rata among such other Holders in proportion to the number of Registrable Securities owned by them, (iii) third, the shares proposed to be sold by the Company shall be included in such registration, and (iv) fourth, the shares proposed to be sold by any Other Shareholders shall be included in proposing to sell shares of Common Stock pursuant to such registration and, if all such shares cannot be included in such underwriting registration due to marketing factors, the amount of shares to be included in such registration by all such Other Shareholders shall be allocated pro rata among such Other Shareholders in proportion to the number of shares of Common Stock (calculated on an as-converted into Common Stock basis) owned by them.