Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders and the Prospective Transferor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder and the Prospective Transferor as provided in Subsection 2.2(b), provided that if a Participating Stockholder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders and the Prospective Transferor in accordance with Sections 2.1 and 2.2 of Article V(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event, and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder Investor and the Prospective Transferor selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Stockholder Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder in accordance with Sections 2.1 and 2.2 of Article V(BIV(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation EventEvent (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder Investor and the Prospective Transferor selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Stockholder Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder in accordance with Sections 2.1 and 2.2 of Article V(BIV(B) of the Restated Certificate Articles as if (A) such transfer were a Deemed Liquidation EventEvent (as defined in the Restated Articles), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder Investor and the Prospective Transferor selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Stockholder Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder in accordance with Sections 2.1 and 2.2 of Article V(BIV(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event, Event and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii4.8(e)(ii), the aggregate consideration payable to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder shall be allocated based on the number of shares of Capital Stock capital stock sold to the Prospective Transferee by each Participating Stockholder Investor and the Prospective Transferor selling Key Holder as provided in Subsection 2.2(b4.8(c), provided that if a Participating Stockholder Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder in accordance with Sections 2.1 and 2.2 Section 1 of Article V(B) of the Restated Certificate Charter as if (A) such transfer were a Deemed Liquidation EventEvent (as defined in the Restated Charter), and (B) the Capital Stock capital stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock capital stock outstanding.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder the Investor and the Prospective Transferor selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Stockholder Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders Investors and the Prospective Transferor selling Key Holder in accordance with Sections Subsections 2.1 and 2.2 through 2.3 of Article V(BFour, Section (B) of the Restated Certificate Charter as if (A) such transfer were a Deemed Liquidation EventEvent (as defined in the Restated Charter), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.