Common use of Underwritten Offerings by the Company Clause in Contracts

Underwritten Offerings by the Company. If, in the case of delivery of a Supplemental Notice relating to an underwritten offering of securities proposed to be made by the Company, the managing underwriter shall make a determination, in its sole discretion, in a writing delivered to the Company and the Holder that inclusion of some or all of the Piggyback Securities together with the Registration Securities, which are to be included in such Piggyback Registration Statement would have an adverse effect on the proposed distribution of the Company Securities ("Adverse Distribution Effect"), then the Company shall, upon written notice to the Holder and to all holders of Shareholder Securities included in such Piggyback Registration Statement only the number of securities other than Company Securities which, in the sole discretion of the managing underwriter, can be sold without any such Adverse Distribution Effect, 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.