Common use of Cutback Clause in Contracts

Cutback. Notwithstanding any other provision of this Agreement, in connection with a Company Initiated Marketed Offering, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting (the “Company Initiated Allowable Amount”) shall be allocated (i) first, (i) up to 50% of the Company Initiated Allowable Amount to the Company and (ii) up to 50% of the Company Initiated Allowable Amount to each of SB or Yahoo if SB and/or Yahoo requested inclusion of their Registrable Securities in such Offering Document, on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; (ii) second, if either of SB or Yahoo requests inclusion of their Registrable Securities in an amount less than the pro rata amount permitted in Section 4.5(i), then up to the remaining Company Initiated Allowable Amount to the other Holder; (iii) third, up to the remaining Company Initiated Allowable Amount, if any, to the Company; and (iv) fourth, up to the remaining Company Initiated Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder.

Cutback. Notwithstanding any other provision of this AgreementSection 3, if, in connection with a Company Initiated Marketed Section 3.3 Underwritten Offering, if the managing underwriter determine(sunderwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the managing underwriter(s) may exclude shares (including Company shall so advise all Holders of Registrable Securities) from the registration and the underwritingSecurities that would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting (the “Demand Allowable Amount”) shall be reduced as required by the underwriter(s) and the number of Shares that may be included in the registration and will be allocated as follows: In the underwriting (the “Company Initiated Allowable Amount”) shall be allocatedcase of a Demand Marketed Offering: (i) first, (i) up to 50% of the Company Initiated Demand Allowable Amount to the Company Demand Initiating Holder and (ii) up to 50% of the Company Initiated Demand Allowable Amount to each of SB or Yahoo if SB and/or Yahoo requested inclusion of their Registrable Securities in such Offering Document, on a pro rata basis based on the total number of Registrable Securities then held by each such HolderCompany; (ii) second, if either of SB or Yahoo requests inclusion of their Registrable Securities in an amount less than the pro rata amount permitted in Section 4.5(i), then up to the remaining Company Initiated Demand Allowable Amount Amount, if any, to the other Non-Demand Initiating Holder; (iii) third, up to the remaining Company Initiated Allowable Amount, if any, to the Company; and (iv) fourth, up to the remaining Company Initiated Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder; and (iv) fourth, up to the remaining Demand Allowable Amount, if any, to the Demand Initiating Holder. (v) In the case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder; and (vii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.

Cutback. Notwithstanding any other provision of this AgreementSection 3, if, in connection with a Company Initiated Marketed Section 3.3 Underwritten Offering, if the managing underwriter determine(sunderwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the managing underwriter(s) may exclude shares (including Company shall so advise all Holders of Registrable Securities) from the registration and the underwritingSecurities that would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting (the "Demand Allowable Amount") shall be reduced as required by the underwriter(s) and the number of Shares that may be included in the registration and will be allocated as follows: In the underwriting (the “Company Initiated Allowable Amount”) shall be allocatedcase of a Demand Marketed Offering: (i) first, (i) up to 50% of the Company Initiated Demand Allowable Amount to the Company Demand Initiating Holder and (ii) up to 50% of the Company Initiated Demand Allowable Amount to each of SB or Yahoo if SB and/or Yahoo requested inclusion of their Registrable Securities in such Offering Document, on a pro rata basis based on the total number of Registrable Securities then held by each such HolderCompany; (ii) second, if either of SB or Yahoo requests inclusion of their Registrable Securities in an amount less than the pro rata amount permitted in Section 4.5(i), then up to the remaining Company Initiated Demand Allowable Amount Amount, if any, to the other Non-Demand Initiating Holder; (iii) third, up to the remaining Company Initiated Allowable Amount, if any, to the Company; and (iv) fourth, up to the remaining Company Initiated Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder; and (iv) fourth, up to the remaining Demand Allowable Amount, if any, to the Demand Initiating Holder. (v) In the case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder; and (vii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.