Common use of Participation in Sales of Capital Stock Clause in Contracts

Participation in Sales of Capital Stock. Each Shareholder, at such Shareholder’s option, may participate proportionately (as provided for below), and the NMP Entities shall allow each Shareholder to participate, in any sale (other than a Public Offering or pursuant to Rule 144, which shall be governed by Section 3.4) of all or a portion of the Capital Stock owned by any of the NMP Entities to any Third Party. The Company shall notify each Shareholder in writing of the NMP Entities’ intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid by the Third Party, at least ten days before the closing of any such proposed sale. The NMP Entities shall provide such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence. Any sale of shares of Capital Stock by any Shareholder pursuant to this Section 3.3(a) shall be for the same consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of shares of Capital Stock owned by the NMP Entities; provided, that the consideration per share, terms and conditions shall be adjusted as necessary to the extent such Shareholder and the NMP Entities are selling different types of Capital Stock; and provided, further, that there shall be no adjustment in the consideration per share in the event that the NMP Entities are also selling shares of Series A Preferred Stock. Each Shareholder will be entitled to sell the same percentage of its Capital Stock as the NMP Entities sell of their Capital Stock in such sale (determined on the basis of the aggregate number of shares of Common Stock owned and the aggregate number of such shares of Common Stock being sold by the NMP Entities (assuming conversion, exchange or exercise of all Convertible Securities held by the NMP Entities and such Shareholder)). If a Shareholder sells any shares of Capital Stock pursuant to this Section 3.3(a), such Shareholder shall pay and be responsible for such Shareholder’s proportionate share of the Expenses of Sale and the Sale Obligations.

Participation in Sales of Capital Stock. Each ShareholderThe Employee, at such Shareholderthe Employee’s option, may participate proportionately (as provided for below), and the NMP Entities shall allow each Shareholder the Employee to participate, in any sale (other than a Public Offering or pursuant to Rule 144, which shall be governed by Section 3.4) of all or a portion of the Capital Stock capital stock owned by any of the NMP Entities to any Third Party. The Company shall notify each Shareholder the Employee in writing of the NMP Entities’ intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid by the Third Party, at least ten days before the closing of any such proposed sale. The NMP Entities shall provide such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence. Any sale of shares of Capital Common Stock by any Shareholder the Employee pursuant to this Section 3.3(a) 3.3 shall be for the same consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of shares of Capital Stock capital stock owned by the NMP Entities; provided, that the consideration per share, terms and conditions shall be adjusted as necessary to the extent such Shareholder the Employee and the NMP Entities are selling different types of Capital Stockcapital stock; and provided, further, that there shall be no adjustment in the consideration per share in the event that the NMP Entities are also selling shares of Series A Preferred Stock. Each Shareholder The Employee will be entitled to sell the same percentage of its Capital the Employee’s Common Stock as the NMP Entities sell of their Capital Stock shares of capital stock in such sale (determined on the basis of the aggregate number of shares of Common Stock owned and the aggregate number of such shares of Common Stock being sold by the NMP Entities (assuming conversion, exchange or exercise of all Convertible Securities held by the NMP Entities and such Shareholderthe Employee)). If a Shareholder the Employee sells any shares of Capital Common Stock pursuant to this Section 3.3(a)3.3, such Shareholder the Employee shall pay and be responsible for such Shareholderthe Employee’s proportionate share of the Expenses of Sale and the Sale Obligations.