Reduction of Shares Sold. The Prospective Selling Shareholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:
(a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling Shareholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and
(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount of such excess, or in such manner as the Tag Along Sellers may otherwise agree.
Reduction of Shares Sold. The Prospective Selling Investors will attempt to obtain the inclusion in the proposed Sale of the entire number of Shares that each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Investors will be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, to the respective number of Shares that each Tag Along Seller requested to be included in the proposed Sale.
Reduction of Shares Sold. The Prospective Selling Shareholder shall include in the proposed Sale the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer) subject to reduction as set forth in this Section 4.1.
Reduction of Shares Sold. The Initial Principal Shareholder shall include in the proposed Sale of the entire number of Shares which each of the Principal Shareholder Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Initial Principal Shareholder by the Principal Shareholder Tag Along Notice and in the case of each Participating Principal Shareholder by such Participating Principal Shareholder’s Principal Shareholder Tag Along Offer) subject to reduction as set forth in
Reduction of Shares Sold. The Prospective Selling Investors ------------------------ shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which the Tag Along Sellers desire to have included in the Sale (as evidenced in the case of the Prospective Selling Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's Tag Along Offer). In the event the Prospective Selling Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale by the each Tag Along Seller shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such Tag Along Seller desires to have included in the Sale bears to the total number of Shares which all of the Tag Along Sellers desire to have included in the Sale.
Reduction of Shares Sold. The Prospective Selling Group shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Group by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Group shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale (consistent with all obligations of members of the Prospective Selling Group to include shares other than Management Shares in the Sale), the number of Shares to be sold in the proposed Sale by each Tag Along Seller shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such Tag Along Seller desires to have included in the Sale bears to the total number of shares of Common Stock which all of the Tag Along Sellers and any other holders of Common Stock having similar rights desire to have included in the Sale.
Reduction of Shares Sold. The Tag Initiating Prospective Selling Investors will attempt to obtain the inclusion in the proposed Sale of the entire number of Vested Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Tag Initiating Prospective Selling Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). If the Tag Initiating Prospective Selling Investors do not obtain the inclusion of such entire number of Vested Shares in the proposed Sale, the number of Vested Shares of each class to be sold in the proposed Sale will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, to the respective number of Vested Shares of such class owned by each Tag Along Seller.
Reduction of Shares Sold. The Initiating Transferors shall use all reasonable efforts to obtain the inclusion in the proposed Sale of the entire number of Shares which the Initiating Transferors and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Initiating Transferors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's Tag Along Offer). In the event the Initiating Transferors shall be unable to obtain the inclusion in the proposed Sale of such entire number of Shares which each Initiating Transferor and Participating Seller desires to have included in the Sale, the number of Shares to be sold in the proposed Sale by the Initiating Transferors and each Participating Seller shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such Participating Seller and Initiating Transferor desires to have included in the Sale bears to the total number of Shares desired by all such Initiating Transferors and Initiating Transferor to have included in the Sale.
Reduction of Shares Sold. The Majority Holder shall attempt to obtain the inclusion in the Sale of the entire number of Shares that each of the Tag Along Sellers requested to have included in the Sale. In the event the Majority Holder shall be unable to obtain the inclusion of such entire number of Shares in the Sale, the number of Shares to be sold in the Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, to the respective number of Shares held by each Tag Along Seller.
Reduction of Shares Sold. 7 3.1.4. Irrevocable Offer .............................................. 8
