Common use of Reduction of Underwritten Offering Clause in Contracts

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding THL Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding THL Holders and the Requesting Holders (if any) desire to sell exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the THL Registrable Securities, the Executive Registrable Securities and the Other Registrable Securities requested to be included in the Registration shall be included in such Underwritten Offering pro rata based on the respective number of Registrable Securities that each Holder thereof Beneficially Owns and the aggregate number of Registrable Securities that such Holders Beneficially Own (such proportion is referred to herein as “Pro Rata”), in an aggregate amount up to the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding THL Holders Holder and the Requesting Holders (if any) in writing writing, in its or their opinion, that the dollar amount or number of Registrable Securities that the Demanding THL Holders Holder and the Requesting Holders (if any) desire to sell sell, exceeds the maximum dollar amount or maximum number amount of equity securities Registrable Securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number amount of such securities, as applicable, the “Maximum Number Amount of Securities”), then the THL Registrable SecuritiesCompany shall include in such Underwritten Offering (i) first, the Executive Registrable Securities and of the Other Registrable Securities Demanding Holder that the Demanding Holder has requested to be included in the Registration shall be included in such Underwritten Offering that can be sold without exceeding the Maximum Amount of Securities; and (ii) second, to the extent that the Maximum Amount of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Requesting Holders (if any) (pro rata based on the respective number amount of Registrable Securities that each Requesting Holder thereof Beneficially Owns and the aggregate number of Registrable Securities (if any) has requested be included in such Underwritten Offering) that such Holders Beneficially Own (such proportion is referred to herein as “Pro Rata”), in an aggregate amount up to can be sold without exceeding the Maximum Number Amount of Securities.