Common use of Notice of Participation Clause in Contracts

Notice of Participation. Each Purchaser holding Series Preferred or Common Stock shall have the right, exercisable upon written notice to the Company within fifteen (15) calendar days after the Notice is given, to participate in such sale of Co-Sale Stock on the same terms and conditions. Such notice shall indicate the number of shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock or Common Stock such Purchaser wishes to sell under his or her right to participate. To the extent one or more Purchasers exercises such right of participation in accordance with the terms and conditions set forth in this Section 6, the number of shares of Co-Sale Stock that may be sold in the transaction shall be computed as set forth below. Each Purchaser desiring to participate shall be referred to as a "Participant". If one or more Purchasers become Participants, each Participant shall sell that number of shares of Series Preferred or Common Stock equal to the product obtained by multiplying (a) the aggregate number of shares of Co-Sale Stock by (b) a fraction the numerator of which is the number of shares of Series Preferred or Common Stock owned by the Participant or the Section 6 Selling Purchaser, as the case may be, at the time of the sale of the transfer (on an as-converted to Common Stock basis) and the denominator of which is the total number of shares of Series Preferred or Common Stock owned by all Participants and the Section 6 Selling Purchaser at the time of the sale or transfer (on an as-converted to Common Stock basis).

Notice of Participation. Each Purchaser holding of Series B Preferred or Common Stock Shares and Subordinated Notes shall have the right, exercisable upon written notice to the Company within fifteen (15) calendar days after the Notice is givenNotice, to participate in such sale of Co-Sale Stock on the same terms and conditions. If the Co-Sale Stock is Common Stock, then each such Purchaser may sell all or any part of that number of Common Stock equal to the product obtained by multiplying (a) the aggregate number of shares of Co-Sale Stock by (b) a fraction the numerator of which is the number of shares of Common Stock owned by such Purchaser at the time of the sale or transfer (on an as-converted to Common Stock basis) and the denominator of which is the total number of shares of Common Stock owned by such Purchasers at the time of such sale or transfer (on an as-converted to Common Stock basis). If the Co-Sale Stock is Series C Preferred Stock, then each Purchaser may sell all or any part of that number of Series B Preferred Shares or Subordinated Notes equal to the product obtained by multiplying (x) the aggregate number of shares of Co-Sale Stock by (y) a fraction the numerator of which is the number of Series B Preferred Shares, including the Subordinated Notes on an as-converted basis, owned by such Purchaser at the time of the sale or transfer and the denominator of which is the total number of Series B Preferred Shares, including the Subordinated Notes on an as-converted basis, owned by such Purchasers at the time of such sale or transfer. Such notice shall indicate the number of shares of Series B Preferred StockShares, Series C Preferred StockSubordinated Notes, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock or Common Stock Shares such Purchaser wishes to sell under his or her right to participate. To the extent one or more Purchasers exercises such right of participation in accordance with the terms and conditions set forth in this Section 6, the number of shares of Co-Sale Stock that may be sold in the transaction shall be computed as set forth below. Each Purchaser desiring to participate shall be referred to as a "Participant". If one or more Purchasers become Participants, each Participant shall sell that number of shares of Series Preferred or Common Stock equal to the product obtained by multiplying (a) the aggregate number of shares of Co-Sale Stock by (b) a fraction the numerator of which is the number of shares of Series Preferred or Common Stock owned by the Participant or the Section 6 Selling Purchaser, as the case may be, at the time of the sale of the transfer (on an as-converted to Common Stock basis) and the denominator of which is the total number of shares of Series Preferred or Common Stock owned by all Participants and the Section 6 Selling Purchaser at the time of the sale or transfer (on an as-converted to Common Stock basis)correspondingly reduced.