Common use of Non-Electing Shares Clause in Contracts

Non-Electing Shares. Each Co-Sale Participant shall be deemed to have waived its right of co-sale hereunder if it fails to give notice within the prescribed time period. The proposed Transferee of Transferred Securities will not be obligated to purchase a number of shares of Company Securities exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional shares of Company Securities sought to be Transferred by the Co-Sale Participants, the number of shares of Company Securities to be Transferred by Athens and each such Co-Sale Participant shall be reduced on a pro rata basis. If, following the exercise of the co-sale rights provided for in this Section 3.1, the proposed Transferee purchases a number of Company Securities greater than the number of Company Securities proposed to be purchased in the Transfer Notice, each Co-Sale Participant shall have the right to sell to the proposed Transferee such Co-Sale Participant’s Pro Rata Portion of such additional Company Securities.

Non-Electing Shares. Each Co-Sale Participant shall be deemed to have waived its right of co-sale hereunder if it either fails to give notice within the prescribed time periodperiod or if such Co-Sale Participant purchases Equity Securities in exercising its right of first offer pursuant to Section 3.3. The proposed Transferee of Transferred Securities will not be obligated to purchase a number of shares of Company Equity Securities exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional shares of Company Equity Securities sought to be Transferred by the Co-Sale Participants, the number of shares of Company Equity Securities to be Transferred by Athens the Transferring Stockholder and each such Co-Sale Participant shall be reduced on a pro rata basis. If, following the exercise of the co-sale rights provided for in this Section 3.13.4, the proposed Transferee purchases a number of Company a Equity Securities greater than the number of Company Equity Securities proposed to be purchased in the Transfer Notice, each Co-Sale Participant shall have the right to sell to the proposed Transferee such Co-Sale Participant’s Pro Rata Portion of such additional Company Equity Securities.

Non-Electing Shares. Each Co-Sale Participant shall be deemed to have waived its right of co-sale hereunder if it fails to give notice within the prescribed time period. The proposed Transferee of Transferred Securities will not be obligated to purchase a number of shares of Company Equity Securities exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional shares of Company Equity Securities sought to be Transferred by the Co-Sale Participants, the number of shares of Company Equity Securities to be Transferred by Athens the Transferring Stockholder and each such Co-Sale Participant shall be reduced on a pro rata basis. If, following the exercise of the co-sale rights provided for in this Section 3.13.4, the proposed Transferee purchases a number of Company a Equity Securities greater than the number of Company Equity Securities proposed to be purchased in the Transfer Notice, each Co-Sale Participant shall have the right to sell to the proposed Transferee such Co-Sale Participant’s Pro Rata Portion of such additional Company Equity Securities.