Common use of Pro Rata Participation Clause in Contracts

Pro Rata Participation. If any Executive elects to participate in the contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Xxxx Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing the number of Xxxx Securities or Vested Securities (as applicable) held by such transferring Person by the aggregate number of Securities then issued and outstanding (but excluding all Unvested Securities); and (ii) the total number of Securities to be sold in the contemplated Transfer. The foregoing calculation shall be applied separately with respect to each type of Security. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice. Notwithstanding the foregoing, an Executive may elect to participate in such Transfer only with respect to the Executive’s Co-Invest Securities and not the Executive’s Incentive Securities.

Pro Rata Participation. If any Executive holder of Other Investor Securities elects to participate in the a contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Xxxx Investor Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing (x) the number of Xxxx Investor Securities or Vested Securities (as applicable) held by such transferring Person by (y) the aggregate number of Investor Securities then issued owned by the Transferring Securityholder and outstanding the Participating Securityholders (but but, in each of (x) and (y), excluding all Unvested Securities); and (ii) the total number of Investor Securities to be sold in the contemplated Transfersale. The foregoing calculation shall be applied separately with respect to each type of SecurityInvestor Securities. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Other Investor Securities of the same type and in the same proportion as the Xxxx Bain Investor Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Bain Investor Sale Notice. Notwithstanding the foregoing, an Executive may elect to participate in such Transfer only with respect to the Executive’s Co-Invest Securities and not the Executive’s Incentive Securities.

Pro Rata Participation. If any Executive Securityholder elects to participate in the contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Xxxx Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing the number of Xxxx Securities or Vested Securities (as applicable) held by such transferring Person by the aggregate number of Securities then issued and outstanding (but excluding all Unvested Securities); and (ii) the total number of Securities to be sold in the contemplated Transfer. The foregoing calculation shall be applied separately with respect to each type of Security. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice. Notwithstanding the foregoing, an Executive may elect to participate in such Transfer only with respect to the Executive’s Co-Invest Securities, alone or with respect to the Co-Invest Security and the Incentive Securities and not the Executive’s Incentive that are Vested Securities.

Pro Rata Participation. If any Executive Securityholder elects to participate in the contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Xxxx Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing the number of Xxxx Securities or Vested Securities (as applicable) held by such transferring Person by the aggregate number of Securities then issued and outstanding (but excluding all Unvested Securities); and (ii) the total number of Securities to be sold in the contemplated Transfer. The foregoing calculation shall be applied separately with respect to each type of Security. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice. Notwithstanding the foregoing, it is permissible for an Executive may elect Securityholder to choose to participate in such Transfer only with respect to the Executive’s Co-Invest Securities and not the Executive’s Incentive Securities.