Pro Rata Sales Sample Clauses

Pro Rata Sales. From the Closing or, the Distribution if the Exchange Shares are issued to the Contributor, in the event of any Public Offering (including pursuant to a registration request as provided in Section 2.4), each Investor agrees to include in such Public Offering its and its Affiliates’ Shares pro rata based on such Investor’s percentage ownership of Shares held by all Investors and their Affiliates at the time of such offering until the earlier of such time that (i) such Investor has sold in all Public Offerings that number of Exchange Shares received by such Investor and its Affiliates at the Closing or, the Distribution if the Exchange Shares are issued to the Contributor (such number of Exchange Shares issued to an Investor at the Closing or, received by each Investor in the Distribution if the Exchange Shares are issued to the Contributor, the “Initial Shares”) equal to twenty-five percent (25%) of such Initial Shares and (ii) such Investor has received aggregate proceeds from the Sale of its Initial Shares in all Public Offerings after the date hereof, greater than or equal to $50 million, net of underwriting discounts and commissions but before expenses.

Pro Rata Sales. Notwithstanding any provisions to the contrary contained in this Agreement, all Sales of Mesa Positions, River Positions and Rejected Positions shall be conducted on a pro-rata basis in accordance with the Buying Ratio; provided, however, that if, as a result of Isthmus ceasing further purchases following such time that the Isthmus Amount has been reached or otherwise, any Mesa Position, River Position or Rejected Position is held from time to time by the Employer and Isthmus in any ratio other than the Buying Ratio, then such Mesa Position, River Position or Rejected Position, as applicable, shall be sold solely for the account of the Employer until such time as such Mesa Position, River Position or Rejected Position is again held by the Employer and Isthmus in the Buying Ratio, at which time and henceforth all sales of such Mesa Position, River Position or Rejected Position shall be conducted on a pro-rata basis in accordance with the Buying Ratio. Subject to and without limiting the foregoing, if, during the Term and outside of the Mesa Portfolio or the River Portfolio, either the Employee or any of his Affiliates (including Isthmus) or the Employer or any of its Affiliates acquire any Mesa Positions, River Positions or Rejected Positions in a manner permitted by this Agreement, then each of the Employee and the Employer will, and will cause their Affiliates to, only Sell such Mesa Positions, River Positions or Rejected Positions at the same time and at the same price as any Mesa Positions, River Positions or Rejected Positions Sold by the Mesa Portfolio or the River Portfolio, as applicable.