Common use of Right of Participation in Sales Clause in Contracts

Right of Participation in Sales. (a) If at any time any Non-Investor Shareholder, other than ADC, desires to sell all or any part of the Shares owned by him, her or it to any third party and those Shares to be transferred have not been purchased by the Investors under Section 3, each Investor, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (collectively, for the purposes of this Agreement, the "Principal Shareholders") shall have the right to sell to the third party, as a condition to such sale by the Selling Non-Investor Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Non-Investor Shareholder, a pro rata portion of --- ---- the amount of Shares proposed to be sold to the third party. The "pro rata --- ---- portion" of Shares which any Principal Shareholder shall be entitled to sell to the third party shall be that number of Shares as shall equal the number of Shares proposed to be sold to the third party multiplied by a fraction, the numerator of which is the aggregate of all Ordinary Shares which the Principal Shareholder wishing to participate in the sale then holds or has the right to acquire upon conversion of the Series A Preferred Shares or the Series B Preferred Shares then held by such Principal Shareholder, and the denominator of which is the aggregate of all Ordinary Shares which are held by, or issuable to, upon conversion of the Series A Preferred Shares or the Series B Preferred Shares held by, all Principal Shareholders wishing to participate in any sale under this Section 4, including the Selling Non-Investor Shareholder; provided, however that until October 6, 2001, the number of Shares that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx shall be entitled to sell to such third party shall be subject to reduction by the same amount of the increase in the number of Shares that ADC may sell to such third party such that upon any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by it); provided, further, that in no event shall the pro rata portion of Shares of any Principal Shareholder, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject to any such reduction.

Right of Participation in Sales. (a) If at any time any Non-Investor ShareholderIn the event that the Investors do not elect to purchase from a Transferring Stockholder all of the Offered Shares contemplated by, other than ADCand pursuant to, desires Section 2 and the Transferring Stockholder wishes to sell Transfer to a Purchaser all or any part a portion of such remaining Offered Shares (the “Offered Co-Sale Shares”), such Transferring Stockholder shall give notice (the “Co-Sale Notice”) to each Investor that did not elect to purchase Offered Shares owned by him(the “Co-Sale Investors”), her or it to any third party and those Shares to be transferred have not been purchased by the which notice shall state that such Co-Sale Investors under Section 3, each Investor, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (collectively, for the purposes of this Agreement, the "Principal Shareholders") shall have the right to sell to the third partyrequire, as a condition to the Transfer of Offered Co-Sale Shares, that the Purchaser purchase from the Co-Sale Investors each such sale by the Selling NonCo-Investor Shareholder, Sale Investor’s Co-Sale Shares (as defined below) at the same price per share Per Share Price and on the same terms and conditions Terms as involved in such sale by the Selling NonTransfer. Each Co-Investor Shareholder, a pro rata portion Sale Investor’s number of --- ---- the amount of Shares proposed to “Co-Sale Shares” shall be sold equal to the third party. The "pro rata --- ---- portion" product of Shares which any Principal Shareholder shall be entitled to sell to the third party shall be that number of Shares as shall equal (a) the number of Shares proposed to be sold to the third party multiplied by Offered Co-Sale Shares, and (b) a fraction, the numerator of which is the aggregate number of all Ordinary Shares which (on an as-converted to Common Stock basis) owned by the Principal Shareholder wishing to participate in Co-Sale Investor on the sale then holds or has date the right to acquire Co-Sale Notice is given (excluding any shares of Common Stock received by the Investor upon the conversion of the any Series A Convertible Preferred Shares or the Stock, Series B Convertible Preferred Shares then held by such Principal ShareholderStock, or Series C Convertible Preferred Stock) and the denominator of which is the aggregate number of all Ordinary Shares which are held by, or issuable to, upon conversion of (on an as-converted to Common Stock basis) issued and outstanding on the Series A Preferred Shares or date the Series B Preferred Shares held by, all Principal Shareholders Co-Sale Notice is given. Each Co-Sale Investor wishing to participate in any such sale under this Section 4or disposition shall notify the Transferring Stockholder of such intention as soon as practicable after receipt of the Co-Sale Notice, including the Selling Non-Investor Shareholder; providedand in all events within fifteen (15) days after receipt thereof, however that until October 6, 2001, and such notification shall set forth the number of Shares Shares, not to exceed the Co-Sale Shares, that Xxxxxx Xxxxxxxx such Co-Sale Investor desires to Transfer to the Purchaser; and Xxxx Xxxxxxxx shall be entitled to sell to upon such third party shall be subject to reduction by the same amount of the increase in election the number of Offered Co-Sale Shares that ADC may sell to such third party such that upon be Transferred by the Transferring Stockholder to the Purchaser shall be correspondingly reduced. Any Investor delivering the aforementioned notification to the Transferring Stockholder shall be referred to herein as a “Co-Sale Participant.” For purposes of this Section 3, the term “Purchaser” shall mean any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by it); provided, further, that in no event shall the pro rata portion proposed transferee or purchaser of Shares of from any Principal ShareholderHolder and/or Investor, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject to any such reductionas applicable.

Right of Participation in Sales. (a) If at any time a Founder wishes to sell, or otherwise dispose of any Non-Investor Shareholder, other than ADC, desires to sell all or any part of the Shares owned by him, her or it him (the "Selling Founder") to any third party and those Shares person (the "Purchaser") in a transaction which is subject to be transferred have not been purchased by the Investors under provisions of Section 32 hereof, each Investor, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (collectively, for the purposes of this Agreement, the "Principal Shareholders") Investor shall have the right to sell to the third partyrequire, as a condition to such sale by or disposition, that the Selling Non-Purchaser purchase from said Investor Shareholder, at the same price per share Share and on the same terms and conditions as involved in such sale or disposition by the Selling Non-Founder the same percentage of shares of Common Stock owned (and deemed to be owned hereunder) by such Investor Shareholderas such sale or disposition (as finally consummated) represents with respect to said shares of Common Stock then owned by the Founders. Each Investor wishing so to participate in any such sale or disposition shall notify the Selling Founder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, a pro rata portion and in all events within fifteen (15) days after receipt thereof. In the event that an Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the Selling Founder, which communication shall be delivered by hand or mailed to the Selling Founder at the address set forth in Section 8 below. The Selling Founder and/or each participating Investor shall sell to the Purchaser all, or at the option of --- ---- the amount Purchaser, any part 5 -5- of Shares the Stock (as defined in Section 5 below) proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the third party. The "pro rata --- ---- portion" Purchaser than those originally offered; provided, however, that any purchase of Shares which any Principal Shareholder less than all of such Stock by the Purchaser shall be entitled to sell to made from the third party shall be that number of Shares as shall equal the number of Shares proposed to be sold to the third party multiplied by Selling Founder and/or each participating Investor based upon a fraction, the numerator of which is the aggregate number of all Ordinary Shares shares of Stock of the Company then owned by the Selling Founder or such participating Investor (including any shares of Common Stock deemed to be owned hereunder, being a number of shares equal to that into which Preferred Stock held by such Investor is convertible on the Principal Shareholder wishing date of the Offer using as the conversion formula that conversion price equal to participate in the sale then holds or has the right to acquire upon conversion lesser of (i) the Series A Preferred Shares Conversion Price in place at such time (as defined in the Company's Certificate of Incorporation, as amended or restated from time to time) or (ii) the Series B Preferred Shares then held by such Principal Shareholder, conversion price of $2.402 per share) and the denominator of which is the aggregate number of all Ordinary Shares which are shares of Stock held by (and deemed to be held by, or issuable to, upon conversion ) the Founders and all of the Series A Preferred Shares participating Investors. The Selling Founder or Investor shall use his or its best efforts to obtain the Series B Preferred Shares held byagreement of the Purchaser to the participation of the participating Investors in the contemplated sale, all Principal Shareholders wishing and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Investors to participate in any sale under pursuant to the terms of this Section 4, including . The provisions of this Section 4 shall not apply to the Selling Non-Investor Shareholder; provided, however that until October 6, 2001, the number of Shares that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx shall be entitled to sell to such third party shall be subject to reduction by the same amount of the increase in the number of Shares that ADC may sell to such third party such that upon any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by it); provided, further, that in no event shall the pro rata portion of Shares sale of any Principal ShareholderShares by a Founder to Brand Equity Ventures I, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject L.P. ("Brand Equity") pursuant to any such reductionan Offer under Section 2.

Right of Participation in Sales. (a) If at any time any Non-Investor ShareholderFounder wishes to sell, other than ADC, desires to sell all or otherwise dispose of any part of the Shares owned by him, her or it such Founder to any third party and those Shares person (the "Purchaser") in a transaction which is subject to be transferred have not been purchased by the Investors under provisions of Section 32 hereof, each Investor, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (collectively, for the purposes of this Agreement, the "Principal Shareholders") Investor shall have the right to sell to the third partyrequire, as a condition to such sale by or disposition, that the Selling Non-Purchaser purchase from said Investor Shareholder, at the same price per share and on the same terms and conditions as involved in such sale or disposition by such Founder the Selling Non-same percentage of Conversion Shares owned and deemed to be owned hereunder by such Investor Shareholderas such sale or disposition (as finally consummated) represents with respect to said Shares then owned by such Founder. Each Investor wishing so to participate in any such sale or disposition shall notify such Founder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, a pro rata portion and in all events within fifteen (15) days after receipt thereof. In the event that an Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to such Founder, which communication shall be delivered by hand or mailed to such Founder at the address set forth in Section 9 below. Such Founder and/or each participating Investor shall sell to the Purchaser all, or at the option of --- ---- the amount Purchaser, any part of the Shares and Conversion Shares (as the case may be) proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the third party. The "pro rata --- ---- portion" Purchaser than those originally offered; PROVIDED, HOWEVER, that any purchase of less than all of such Shares which any Principal Shareholder and Conversion Shares (as the case may be) by the Purchaser shall be entitled to sell to the third party shall be that number of Shares as shall equal the number of Shares proposed to be sold to the third party multiplied by made from such Founder and/or each participating Investor based upon a fraction, the numerator of which is the aggregate number of all Ordinary Shares which or Conversion Shares (as the Principal Shareholder wishing to participate in the sale then holds or has the right to acquire upon conversion case may be) of the Series A Preferred Shares or the Series B Preferred Shares Company then held owned by such Principal Shareholder, Founder or such participating Investor and the denominator of which is the aggregate number of Shares and Conversion Shares held by and deemed to be held by such Founder and all Ordinary Shares which are held by, or issuable to, upon conversion of the Series A Preferred participating Investors. Such Founder shall use his or her best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated sale, and shall not sell any Shares or to such Purchaser if such Purchaser declines to permit the Series B Preferred Shares held by, all Principal Shareholders wishing participating Investors to participate in any sale under pursuant to the terms of this Section 4, including . The provisions of this Section 4 shall not apply to the Selling Non-Investor Shareholder; provided, however that until October 6, 2001, the number of Shares that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx shall be entitled to sell to such third party shall be subject to reduction by the same amount of the increase in the number of Shares that ADC may sell to such third party such that upon any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by it); provided, further, that in no event shall the pro rata portion of Shares sale of any Principal Shareholder, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject Shares by a Founder to any such reductionan Investor pursuant to an Offer under Section 2.

Right of Participation in Sales. (a) 1. If at any time any Non-Investor Shareholder, other than ADC, a Selling Shareholder desires to sell all or any part of Shares to a proposed transferee (the Shares owned by him, her or it to any third party "Proposed Transferee") and those Shares to be transferred have not been purchased by the Investors other Shareholders under Section 3A, each Investorabove, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx such other Shareholders (collectively, for the purposes of this Agreement, the "Principal Remaining Shareholders") shall have the right to sell to the third partyProposed Transferee, as a condition to such sale by the Selling Non-Investor Shareholder, at the same price per share (as described below) and on the same terms and conditions as involved in such sale by the Selling Non-Investor Shareholder, a pro rata portion of --- ---- the amount of Shares proposed to be sold to the Proposed Transferee. The price per share referenced hereinabove shall include all consideration to be received in connection with such sale (in the event such consideration includes noncash consideration, the dollar value of such noncash consideration shall be determined by the Company's Board of Directors, whose good faith determination shall be conclusive, provided that if the Selling Shareholder or any such Remaining Shareholder is a member of the Board of Directors, he or she shall not participate in such determination, and provided further, that if the Company's Board of Directors is unable or unwilling to make such determination for any reason, such determination shall be made by mutual agreement of the Shareholders, or by an independent third partyparty mutually agreed upon by the Shareholders). The "pro rata --- ---- portion" of Shares which any Principal to be sold by the Selling Shareholder shall be entitled and each of the Remaining Shareholders who elects to sell his or her Shares pursuant to this paragraph B (the third party Selling Shareholder and each such Remaining Shareholder referred to collectively as the "Participating Shareholders") shall be that number proportion of Shares as shall be equal to each such Participating Shareholders' then respective holdings of Common Stock as compared to all of the number of Shares proposed to be sold to Participating Shareholders (assuming the third party multiplied by a fraction, the numerator of which is the aggregate issuance of all Ordinary Shares which the Principal Shareholder wishing shares of Common Stock issuable pursuant to participate in the sale then holds outstanding warrants, options, convertible or has the right exchangeable securities and other rights to acquire upon conversion shares of Common Stock from the Series A Preferred Shares Company, whether or not such warrants, options, convertible or exchangeable securities or other rights are at the Series B Preferred Shares then time exercisable, convertible or exchangeable held by such Principal Shareholder, and the denominator of which is the aggregate of all Ordinary Shares which are held by, or issuable to, upon conversion of the Series A Preferred Shares or the Series B Preferred Shares held by, all Principal Shareholders wishing to participate in any sale under this Section 4, including the Selling Non-Investor Shareholder; provided, however that until October 6, 2001, the number of Shares that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx shall be entitled to sell to such third party shall be subject to reduction by the same amount of the increase in the number of Shares that ADC may sell to such third party such that upon any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by itParticipating Shareholders); provided, further, that in no event shall the pro rata portion of Shares of any Principal Shareholder, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject to any such reduction.