Common use of Methodology for Calculations Clause in Contracts

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of such Common Stock Equivalent. Except as otherwise expressly provided in this Agreement, for purposes of calculating (a) the amount of outstanding Common Stock as of any date and (b) the amount of Common Stock owned by a Person hereunder (and the percentage of the outstanding Common Stock owned by a Person), no Common Stock Equivalents shall be treated as having been converted, exchanged or exercised for the underlying Common Stock.

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of into which such Common Stock EquivalentEquivalent can be converted, exchanged or exercised. Except as otherwise expressly provided in this Agreement, for purposes of calculating (ai) the amount of outstanding Common Stock as of any date and date, (bii) the amount of Common Stock owned by a Person hereunder and (and the percentage of the outstanding Common Stock owned by a Person)iii) related percentages, no all Common Stock Equivalents shall be treated as having been converted, exchanged or exercised for the underlying Common Stockexercised.

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of into which such Common Stock EquivalentEquivalent can be converted, exchanged or exercised. Except as otherwise expressly provided in this Agreement, for purposes of calculating (ai) the amount of outstanding Common Stock as of any date and date, (bii) the amount of Common Stock owned held by a Person hereunder and (and the percentage of the outstanding Common Stock owned by a Person)iii) related percentages, no all Common Stock Equivalents shall be treated as having been converted, exchanged or exercised for the underlying shares of Common Stock.. AMENDED AND RESTATED AGREEMENT

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of into which such Common Stock EquivalentEquivalent can be converted, exchanged or exercised. Except as otherwise expressly provided in this Agreement, for purposes of calculating (ai) the amount of outstanding Stock or Common Stock as of any date and date, (bii) the amount of Stock or Common Stock owned by a Person hereunder and (and the percentage iii) related percentages, all shares of the outstanding Preferred Stock (but no other Common Stock owned by a Person), no Common Stock Equivalents Equivalents) shall be treated as having been converted, exchanged or exercised for the underlying Common Stockexercised.

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of into which such Common Stock EquivalentEquivalent can be converted, exchanged or exercised. Except as otherwise expressly provided in this Agreement, for purposes of calculating (ai) the amount of outstanding Common Stock as of any date and date, (bii) the amount of Common Stock owned by a Person hereunder hereunder, and (iii) related percentages, (x) between the date hereof and the percentage Subsequent Closing all shares of the outstanding Common Stock owned by a Person), no Common Stock Equivalents shall be treated as having been converted, exchanged or exercised for the underlying Common Stock.Series

Methodology for Calculations. For all purposes of this ---------------------------- Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon into which such Common Stock Equivalent can be converted, exchanged or exercised. The Common Stock into which any Common Stock Equivalents are convertible, exchangeable or exercisable shall not be deemed to be outstanding, until the occurrence of such conversion, exchange or exercise of such Common Stock Equivalent. Except as otherwise expressly provided in this Agreement, for purposes of calculating (a) the amount of outstanding Common Stock as of any date and (b) the amount of Common Stock owned by a Person hereunder (and the percentage of the outstanding Common Stock owned by a Person), no Common Stock Equivalents shall be treated as having been converted, exchanged or exercised for the underlying Common Stockexercise.

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of into which such Common Stock EquivalentEquivalent can be converted, exchanged or exercised. Except as otherwise expressly provided in this Agreement, for purposes of calculating (ai) the amount of outstanding Common Stock as of any date and date, (bii) the amount of Common Stock owned by a Person hereunder hereunder, and (iii) related percentages, all shares of Series B Preferred, Series C Preferred and the percentage of the outstanding Series D Preferred (but no other Common Stock owned by a Person), no Common Stock Equivalents Equivalents) shall be treated as having been converted, exchanged or exercised for the underlying Common Stockexercised.

Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of into which such Common Stock EquivalentEquivalent can be converted, exchanged or exercised. Except as otherwise expressly provided in this Agreement, for purposes of calculating (ai) the amount of outstanding Common Stock as of any date and date, (bii) the amount of Common Stock owned by a Person hereunder hereunder, and (iii) related percentages, all shares of Series A Preferred and the percentage Series B Preferred as of the outstanding date hereof (but no other Common Stock owned by a Person), no Common Stock Equivalents Equivalents) shall be treated as having been converted, exchanged or exercised for the underlying Common Stockexercised.