Calculation of Shares. Each Investor may sell all or any --------------------- part of that number of shares of Common Stock of the Company issued or issuable upon conversion of Preferred Stock or Common Stock received in connection with any stock dividend, stock split or other reclassification thereof (the "Conversion Shares") equal to the product obtained by multiplying (x) the ----------------- aggregate number of shares of Common Stock covered by the Purchase Offer by (y) a fraction, the numerator of which is the number of Conversion Shares at the time owned by such Investor and the denominator of which is the combined number of shares of Common Stock of the Company at the time owned by all Investors and all Founders participating in such sale, including shares transferred by such Founder to Permitted Transferees (as hereinafter defined) in accordance herewith. The provisions of this Agreement do not confer any Co-Sale rights with respect to any shares of Common Stock or other securities held by an Investor that are not Conversion Shares.
Appears in 4 contracts
Samples: Series B Preferred Stock Purchase Agreement (Avantgo Inc), Series C Preferred Stock Purchase Agreement (Avantgo Inc), Series a Preferred Stock Purchase Agreement (Avantgo Inc)
Calculation of Shares. Each Major Investor may sell all or --------------------- any --------------------- part of that number of shares of Common Stock of the Company issued or issuable upon conversion of Preferred Stock or Common Stock received in connection with any stock dividend, stock split or other reclassification thereof ("the "Conversion Shares") equal to the product obtained by multiplying --------------------- (x) the ----------------- aggregate number of shares of Common Stock covered by the Purchase Offer by (y) a fraction, the numerator of which is the number of Conversion Shares at the time owned by such Major Investor and the denominator of which is the combined number of shares of Common Stock Conversion Shares of the Company at the time owned by all Major Investors and all Founders participating in such sale, including shares transferred by such Founder to Permitted Transferees (as hereinafter defined) in accordance herewith. The provisions of this Agreement do not confer any Co-Sale rights with respect to any shares of Common Stock or other securities held by an a Major Investor that are not Conversion Shares.
Appears in 2 contracts
Samples: Right of First Refusal and Co Sale Agreement (Avantgo Inc), Right of First Refusal and Co Sale Agreement (Avantgo Inc)
Calculation of Shares. Each Major Investor may sell all or --------------------- any --------------------- part of that number of shares of Common Stock of the Company issued or issuable upon conversion of Preferred Stock or Common Stock received in connection with any stock dividend, stock split or other reclassification thereof (the "Conversion Shares") equal to the product obtained by multiplying ----------------- (x) the ----------------- aggregate number of shares of Common Stock covered by the Purchase Offer by (y) a fraction, the numerator of which is the number of Conversion Shares at the time owned by such Major Investor and the denominator of which is the combined number of shares of Common Stock Conversion Shares of the Company at the time owned by all Major Investors and all Founders participating in such sale, including shares transferred by such Founder to Permitted Transferees (as hereinafter defined) in accordance herewith. The provisions of this Agreement do not confer any Co-Sale rights with respect to any shares of Common Stock or other securities held by an a Major Investor that are not Conversion Shares.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Avantgo Inc)