Common use of Underwriter Cutbacks Clause in Contracts

Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a Registration Statement hereunder: (A) if (x) the Registration Statement relates to an underwritten offering which includes common equity to be offered and sold for the account of the Company and (y) the managing underwriter of any such offering advises the Company in writing (with a copy to the Holders and the Other Rights Holders) that the total number of common equity which the Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right to be included in such registration (the "Other Rights Holders") intend to include in such offering exceeds the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Registration Statement and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Registration Statement and offering for the account of the Holders and the Other Rights Holders, together with the common equity to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing such adverse effect; and (B) if (x) the Registration Statement relates to an underwritten offering which does not include common equity to be sold for the account of the Company and (y) the managing underwriter advises (in writing) the Holders and the Other Rights Holders who have requested that common equity be included therein that the total number of common equity which the Holders and the Other Rights Holders intend to include in such offering exceeds the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Registration Statement and offering for the accounts of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Registration Statement and offering for the accounts of Holders and the Other Rights Holders in the aggregate does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing such adverse effect.

Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a Registration Statement hereunder: (A) if (x) the Registration Statement relates to an underwritten offering which includes common equity to be offered and sold for the account of the Company and (y) If the managing underwriter of any -------------------- underwritten offering shall advise the Acorn Holders participating in a Demand Registration that the Registrable Securities covered by the registration statement cannot be sold in such offering advises within a price range acceptable to the Requisite Percentage of Participating Holders, then the Acorn Holders representing the Requisite Percentage of Participating Holders shall have the right to notify the Company in writing (with a copy to the Holders and the Other Rights Holders) that they have determined that the total registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement. If the managing underwriter of any underwritten offering shall advise the Company in writing that, in its opinion, the number of common equity which the Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right securities requested to be included in such registration (the "Other Rights Holders") intend to include in such offering a Demand Registration exceeds the maximum amount of common equity number that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Registration Statement and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Registration Statement and offering for the account of the Holders and the Other Rights Holders, together with the common equity to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing such adverse effect; and (B) if (x) within a price range acceptable to the Registration Statement relates to an underwritten offering which does not include common equity to be sold for the account Requisite Percentage of Participating Holders, the Company and (y) the managing underwriter advises (in writing) the Holders and the Other Rights Holders who have requested that common equity be included therein that the total number of common equity which the Holders and the Other Rights Holders intend to will include in such offering exceeds registration, to the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution extent of the common equity being offerednumber that the Company is so advised can be sold in such offering, then the amount of common equity Registrable Securities requested to be included in such Registration Statement and offering for registration, pro rata among the accounts Acorn Holders requesting such registration in accordance with the number of Registrable Securities held by each such Acorn Holder; provided, however, that if, pursuant -------- ------- to any of the Holders and Other Registration Rights Agreements, the parties holding Other Rights Holders shall be reduced pro rata so Registrable Securities exercise "piggy-back" rights in connection with a Demand Registration that is governed by the general provisions of this sentence, then the Company will include in such registration, to the extent of the number that the aggregate amount of common equity included in such Registration Statement and offering for the accounts of Holders and the Other Rights Holders in the aggregate does not exceed the amount that such managing underwriter determines in good faith Company is so advised can be sold in such offering, first all Registrable ----- Securities requested to be so included and after all such Registrable Securities are so included, second, Other Registrable Securities requested to be included ------ in such registration, pro rata among the Acorn Holders and the holders of such Other Registrable Securities participating in such offering without causing in accordance with (i) with respect to Acorn Holders, the number of Registrable Securities held by such adverse effectAcorn Holder and (ii) with respect to holders of Other Registrable Securities, the number of shares of Other Registrable Securities held by and, if applicable, issuable upon conversion of any other securities of the Company convertible into, exchangeable for or exercisable for Common Stock to each such holder.

Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a Registration Statement registration statement hereunder: (A) if (x) the Registration Statement registration statement relates to an underwritten offering which includes common equity shares to be offered and sold for the account of the Company and (y) the managing underwriter of any such offering advises the Company in writing (with a copy to the Holders and the Other Rights Holders) that the total number of common equity shares which the Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right to be included in such registration (the "Other Rights Holders") intend to include in such offering exceeds is sufficiently large to affect adversely the maximum amount ability of common equity such underwriter to complete successfully an offering that may be distributed without does not significantly and adversely affecting impact the price, timing or distribution market price of the common equity shares being offered, then the amount number of common equity shares to be included in such Registration Statement registration statement and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity shares included in such Registration Statement registration statement and offering for the account of the Holders and the Other Rights Holders, together with the common equity shares to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing adversely affecting the ability of such adverse effectmanaging underwriter to complete successfully such offering without significantly and adversely affecting the market price of the common shares being offered; and (B) if (x) the Registration Statement registration statement relates to an underwritten offering which does not include common equity shares to be sold for the account of the Company and (y) the managing underwriter advises (in writing) the Holders and the Other Rights Holders who have requested that common equity shares be included therein that the total number of common equity shares which the Holders and the Other Rights Holders intend to include in such offering exceeds is sufficiently large to affect adversely the maximum amount ability of common equity such underwriter to complete successfully an offering that may be distributed without does not significantly and adversely affecting affect the price, timing or distribution market price of the common equity shares being offered, then the amount number of common equity shares to be included in such Registration Statement registration statement and offering for the accounts of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity shares included in such Registration Statement registration statement and offering for the accounts of Holders and the Other Rights Holders in the aggregate does not exceed the amount that such managing underwriter determines underwriters determine in good faith can be sold in such offering without causing adversely affecting the ability of such adverse effectmanaging underwriter to complete successfully such offering without significantly and adversely affecting the market price of the common shares being offered.