Common use of Reduction of Shares Sold Clause in Contracts

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 Shareholder Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible 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 Stockholder 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 Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible 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 Tag Eligible Shares equal to the lesser of (i) the number of Tag Eligible Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Tag Eligible 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 those Tag Along Seller Sellers which offered to sell a number of Tag Eligible Shares of the applicable class in excess of such Person’s Pro Rata Portion, Portion pro rata to each such Tag Along Seller based upon the amount of such excess, or in such other manner as the Tag Along Sellers may otherwise agree. In the event that the number of Shares that each Participating Seller will be permitted to sell in a particular Sale is reduced in accordance with clauses (a) and (b) above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be sold by each Participating Seller in the proposed Sale in accordance with this Section 4.1.4, and shall provide notice to each Participating Seller of the number of Shares that such Participating Seller will be selling in such Sale no later than three business days prior to the consummation of such Sale.

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder 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 Stockholder 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 Stockholder 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: (ai) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (iA) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (iiB) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and (bii) the balance, if any, not allocated pursuant to clause (ai) 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 excessStockholder, or in such other manner as the Tag Along Sellers Prospective Selling Stockholder may otherwise agree.

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder 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 Stockholder 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 Stockholder 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 ShareholderStockholder) 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 excessStockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Sellers may otherwise agreeSeller will be obligated to sell more Shares than it offered to sell in the proposed Sale).

Reduction of Shares Sold. The Prospective Selling Shareholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Common 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 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 Shareholder Investors shall be unable to obtain the inclusion of such entire number of Common Shares in the proposed Sale, the number of Common Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows: (ai) there shall be first allocated to each Tag Along Seller a number of Common Shares equal to the lesser of (iA) the number of Common 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 4.14.2, and (iiB) a number of Common Shares equal to the aggregate number of Common Shares proposed to be purchased by the Prospective Buyer in the proposed Sale multiplied by a fraction, the numerator of which is the aggregate number of Common Shares held by such Tag Along Seller’s , and the denominator of which is the aggregate number of Common Shares held by all Tag Along Sellers (the “Pro Rata Portion”); and (bii) the balance, if any, not allocated pursuant to clause (ai) 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, Investors pro rata to each Tag Along Seller such Prospective Selling Investor based upon the amount number of Common Shares held by such excessProspective Selling Investor, or in such other manner as the Tag Along Sellers Prospective Selling Investors may otherwise agree.

Reduction of Shares Sold. The Prospective Selling Shareholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Common 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 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 Shareholder Investors shall be unable to obtain the inclusion of such entire number of Common Shares in the proposed Sale, the number of Common Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows: (ai) there shall be first allocated to each Tag Along Seller a number of Common Shares equal to the lesser of (iA) the number of Common 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 4.14.2, and (iiB) a number of Common Shares equal to the aggregate number of Common Shares proposed to be purchased by the Prospective Buyer in the proposed Sale multiplied by a -24- fraction, the numerator of which is the aggregate number of Common Shares held by such Tag Along Seller’s , and the denominator of which is the aggregate number of Common Shares held by all Tag Along Sellers (the “Pro Rata Portion”); and (bii) the balance, if any, not allocated pursuant to clause (ai) 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, Investors pro rata to each Tag Along Seller such Prospective Selling Investor based upon the amount number of Common Shares held by such excessProspective Selling Investor, or in such other manner as the Tag Along Sellers Prospective Selling Investors may otherwise agree.

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder 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 Stockholder 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 Stockholder 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: (ai) 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 ShareholderStockholder) 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 (bii) 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 excessStockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Sellers may otherwise agreeSeller will be obligated to sell more Shares than it offered to sell in the proposed Sale).

Reduction of Shares Sold. The Prospective Selling Shareholder Investors 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 Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Shareholder 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 shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows: (ai) there shall be first allocated to each Tag Along Participating Seller a number of Shares equal to the lesser of (iA) 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 Participating Seller in the proposed Sale pursuant to this Section 4.1, and (iiB) a number of Shares equal to the aggregate number of Shares proposed to be purchased from the Prospective Selling Investors multiplied by a fraction, the numerator of which is the aggregate number of Shares held by such Participating Seller, and the denominator of which is the aggregate number of Shares held by all Tag Along Seller’s Sellers (the "Pro Rata Portion"); and (bii) the balance, if any, not allocated pursuant to clause (ai) 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, Investors pro rata to each Tag Along Seller such Prospective Selling Investor based upon the amount number of Shares held by such excessProspective Selling Investor, or in such other manner as the Tag Along Sellers Prospective Selling Investors may otherwise agree.

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder shall 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 Prospective Selling Shareholder Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Shareholder Stockholder shall be unable to obtain the inclusion of such entire number of Vested Shares in the proposed Sale, the number of Vested 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 Vested Shares equal to the lesser of (iA) the number of Vested Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (iiB) a number of Vested Shares equal to such Tag Along Seller’s '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 excessStockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Sellers may otherwise agreeSeller will be obligated to sell more Vested Shares than it offered to sell in the proposed Sale).

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder shall 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 Prospective Selling Shareholder Stockholder 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 Stockholder shall be unable to obtain the inclusion of such entire number of Vested Shares in the proposed Sale, the number of Vested 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 Vested Shares equal to the lesser of (iA) the number of Vested Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.15.1, and (iiB) a number of Vested 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 excessStockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Sellers may otherwise agreeSeller will be obligated to sell more Vested Shares than it offered to sell in the proposed Sale).

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder 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 Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Shareholder Stockholder 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: (ai) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (iA) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (iiB) a number of Shares equal to such Tag Along Seller’s 's Pro Rata Portion; and (bii) 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 excessStockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Sellers may otherwise agreeSeller will be obligated to sell more Shares than it offered to sell in the proposed Sale).

Reduction of Shares Sold. The Prospective Selling Shareholder Investors 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 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 Shareholder 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 shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows: (ai) there shall be first allocated to each Tag Along Participating Seller a number of Shares equal to the lesser of (iA) 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 Participating Seller in the proposed Sale pursuant to this Section 4.1, and (iiB) a number of Shares equal to the aggregate number of Shares proposed to be purchased from the Prospective Selling Investors multiplied by a fraction, the numerator of which is the aggregate number of Shares held by such Participating Seller, and the denominator of which is the aggregate number of Shares held by all Tag Along Seller’s Sellers (the “Pro Rata Portion”); and (bii) the balance, if any, not allocated pursuant to clause (ai) 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, Investors pro rata to each Tag Along Seller such Prospective Selling Investor based upon the amount number of Shares held by such excessProspective Selling Investor, or in such other manner as the Tag Along Sellers Prospective Selling Investors may otherwise agree.

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder 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 Stockholder 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 Stockholder 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 ShareholderStockholder) 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 Stockholder 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 Shareholder Stockholder 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 Stockholder 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 Stockholder 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: (ai) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (ia) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (iib) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and (bii) the balance, if any, not allocated pursuant to clause (ai) 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 excessStockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Sellers may otherwise agreeSeller will be obligated to sell more Shares than it offered to sell in the proposed Sale).

Reduction of Shares Sold. The Prospective Selling Shareholder Shareholders shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested desire to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder Shareholders by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Shareholder Shareholders shall be unable to obtain the inclusion of such entire number of Shares in the proposed SaleSale (including without limitation by virtue of the proviso to Section 2.1.5), the number of Shares to be sold in the proposed Sale by each such Tag Along Seller 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, pro rata based on the aggregate number of Shares held by each such Tag Along Seller; provided, however, that if, in the case of any such Tag Along Seller, such Tag Along Seller shall have been so allocated 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 specified 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 balanceNotice or Tag Along Offer, if anyas applicable, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other then such Tag Along Seller which offered to sell a number of shall not be allocated any Shares of the applicable class in excess of such Person’s Pro Rata Portionnumber so specified, and any Shares remaining unallocated shall be allocated among the remaining Tag Along Sellers pro rata to based on the aggregate number of Shares held by each such remaining Tag Along Seller based upon the amount of such excessSeller, or until all Shares specified to be sold in such manner as the Tag Along Sellers may otherwise agreeNotice have been so allocated.

Reduction of Shares Sold. The Prospective Selling Shareholder Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible 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 Stockholder 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 Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportionSellers, as nearly as practicable, as follows: (a) there shall be first allocated to each Tag Along Seller a number of Tag Eligible Shares equal to the lesser of (i) the number of Tag Eligible Shares of the applicable class offered (or proposed, in the case of the Prospective Selling ShareholderStockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, 4.1 and (ii) a number of Tag Eligible 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 those Tag Along Seller Sellers which offered to sell a number of Tag Eligible Shares of the applicable class in excess of such PersonTag Along Seller’s Pro Rata Portion, pro rata Portion to each such Tag Along Seller on a pro rata basis, based upon the amount of such excess, or in such other manner as the Tag Along Sellers may otherwise agree. In the event that the number of Shares that each Participating Seller will be permitted to sell in a particular Sale is reduced in accordance with clauses (a) and (b) above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be sold by each Participating Seller in the proposed Sale in accordance with this Section 4.1.4, and shall provide notice to each Participating Seller of the number of Shares that such Participating Seller will be selling in such Sale no later than three (3) Business Days prior to the consummation of such Sale.

Reduction of Shares Sold. The Prospective Selling Shareholder Shareholders shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested desire to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder Shareholders by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Shareholder Shareholders shall be unable to obtain the inclusion of such entire number of Shares in the proposed SaleSale (including without limitation by virtue of the proviso to Section 2.1.5), the number of Shares to be sold in the proposed Sale by each such Tag Along Seller 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, pro rata based on the aggregate number of Shares held by each such Tag Along Seller concurrently receiving an allocation of Shares; provided, however, that if, in the case of any such Tag Along Seller, such Tag Along Seller shall have been so allocated 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 specified 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 balanceNotice or Tag Along Offer, if anyas applicable, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other then such Tag Along Seller which offered to sell a number of shall not be allocated any Shares of the applicable class in excess of such Person’s Pro Rata Portionnumber so specified, and any Shares remaining unallocated shall be allocated among the remaining Tag Along Sellers pro rata to based on the aggregate number of Shares held by each such remaining Tag Along Seller based upon the amount of such excessSeller, or until all Shares specified to be sold in such manner as the Tag Along Sellers may otherwise agreeNotice have been so allocated.