Common use of Right of Participation in Sales Clause in Contracts

Right of Participation in Sales. (a) If at any time the Securityholder desires to sell for cash all or any part of the Shares owned by him to any person or entity other than one or more of the Purchasers (the "Buyer"), each of the Purchasers shall have the right to sell to the Buyer, as a condition to such sale by the Securityholder, at the same price per share and on the same terms and conditions as involved in such sale by the Securityholder, the same percentage of the Shares owned by such Purchaser as the Shares to be sold by the Securityholder to the Buyer represents with respect to (b) Each Purchaser wishing to so participate in any sale under this Section 4 shall notify the Securityholder in writing of such intention as soon as practicable after such Purchaser's receipt of the Offer made pursuant to Section 3, and in any event within twenty days after the date the Offer was made. Such notification shall be given to such Securityholder in accordance with Section 11 below. (c) The Securityholder and each participating Purchaser shall sell to the Buyer all, or at the option of the Buyer, any part of the Shares proposed to be sold by them at not less than the price and upon other teens and conditions, if any, not more favorable to the Buyer than those in the Offer provided by the Securityholder under Section 3 above; provided, however, that any purchase of less than all of such Shares by the Buyer shall be made from the Securityholder and each participating Purchaser pro rata based upon the relative amount of the Shares that the Securityholder and each participating Purchaser is otherwise entitled to sell pursuant to Section 4(a). (d) Any Shares sold by the Securityholder or a participating Purchaser pursuant to this Section 4 shall no longer be subject to this Agreement. (e) The Purchasers' right to participate in sales pursuant to this Section 4 shall not apply with respect to sales of Shares to the Company or transfers permitted pursuant to Section 2(a)(i) or (ii).

Right of Participation in Sales. (a) If at any time the Securityholder desires any Stockholder wishes to sell for cash all sell, or otherwise dispose of any part of the Shares owned by him to any person or entity other than one or more of the Purchasers (the "BuyerPurchaser")) in a transaction which is subject to the provisions of Section 2 hereof and subject to the exercise of rights under such Section 2, each of the Purchasers Stockholder shall have the right to sell to the Buyerrequire, as a condition to such sale by or disposition, that the Securityholder, Purchaser purchase from said Stockholder at the same price per share Share and on the same terms and conditions as involved in such sale or disposition by the Securityholder, Stockholder the same percentage of the Shares shares of Stock owned (and deemed to be beneficially owned under Rule 13d-3) by such Purchaser Stockholder as the Shares to be sold by the Securityholder to the Buyer such sale or disposition represents with respect toto said shares of Stock then owned by whichever of the Stockholders is selling. (b) Each Purchaser Stockholder wishing so to so participate in any such sale under this Section 4 or disposition shall notify the Securityholder in writing selling Stockholder of such intention as soon as practicable after such Purchaser's receipt of the Offer made pursuant to Section 32, and in any event all events within twenty thirty (30) days after receipt thereof. In the date event that a Stockholder shall elect to participate in such sale or disposition, said Stockholder shall individually communicate such election to the Offer was made. Such notification selling Stockholder, which communication shall be given delivered by hand or mailed to such Securityholder Stockholder at the address set forth in accordance with Section 11 8 below. (c) . The Securityholder selling Stockholder and each the participating Purchaser Stockholders shall sell to the Buyer Purchaser all, or at the option of the BuyerPurchaser, any part of the Shares Stock proposed to be sold by them at not less than the price and upon other teens terms and conditions, if any, not more favorable to the Buyer Purchaser than those in the Offer provided by the Securityholder under Section 3 aboveoriginally offered; provided, however, that any purchase of less than all of such Shares Stock by the Buyer Purchaser shall be made from the Securityholder and selling Stockholder and/or each participating Purchaser pro rata Stockholder based upon a fraction, the relative amount numerator of which is the number of shares of Stock of the Shares that Company then owned by the Securityholder selling Stockholder or such participating Stockholder (including any shares of Stock deemed to be owned under Rule 13d-3) and each participating Purchaser the denominator of which is otherwise entitled the aggregate number of shares of Stock held by (and deemed to sell be held pursuant to Section 4(aRule 13d-3 by) all of the participating Stockholders (including the selling Stockholder). (d) Any Shares sold by . The selling Stockholder shall use his or its best efforts to obtain the Securityholder or a agreement of the Purchaser to the participation of the participating Stockholders in the contemplated sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Stockholders to participate pursuant to the terms of this Section 4 shall no longer be subject to this Agreement3. (e) The Purchasers' right to participate in sales pursuant to this Section 4 shall not apply with respect to sales of Shares to the Company or transfers permitted pursuant to Section 2(a)(i) or (ii).

Right of Participation in Sales. (a) If at any time the Securityholder a Group (a "Transferor Group") desires to sell for cash all twenty five percent (25%) or any part more of the Shares owned by him it to any person or entity other than one or more of the Purchasers a third party (the a "BuyerProposed Transferee"), and those Shares were permitted to be transferred pursuant to the provisions of Section 5.6(b) hereof and have not been purchased by the Company or the other Shareholders pursuant to Section 5.6(b) hereof, each of the Purchasers other Shareholders (other than those who have elected to purchase Shares pursuant to Section 5.6(b) hereof) shall have the right to sell to the BuyerProposed Transferee, as a condition to such sale by the SecurityholderTransferor Group, at the same price per share and on the same terms and conditions as involved in such sale by the SecurityholderTransferor Group, the same percentage a pro rata portion of the amount of Shares owned by such Purchaser as the Shares proposed to be sold to the Transferor Transferee. The "pro rata portion" of Shares which a Shareholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all Shares which are then held by the Securityholder to Shareholder, and the Buyer represents with respect to (b) Each Purchaser denominator of which is the aggregate of all Shares which are then held by the Transferor Group and all other Shareholders wishing to so participate in any sale under this Section 4 shall notify the Securityholder in writing of such intention as soon as practicable after such Purchaser's receipt of the Offer made pursuant to Section 3, and in any event within twenty days after the date the Offer was made. Such notification shall be given to such Securityholder in accordance with Section 11 below5.8. (cb) The Securityholder and each participating Purchaser shall sell In the event that a Transferor Group wishes to the Buyer all, or at the option of the Buyer, any part of the Shares proposed make a sale to be sold by them at not less than the price and upon other teens and conditions, if any, not more favorable to the Buyer than those in the Offer provided by the Securityholder under Section 3 above; provided, however, that any purchase of less than all of such Shares by the Buyer shall be made from the Securityholder and each participating Purchaser pro rata based upon the relative amount of the Shares that the Securityholder and each participating Purchaser a Proposed Transferee which is otherwise entitled to sell pursuant to Section 4(a). (d) Any Shares sold by the Securityholder or a participating Purchaser pursuant subject to this Section 4 shall no longer be subject 5.8 it shall, after complying with the provisions of Section 5.6, give to this Agreement. (e) The Purchasers' right to participate in sales each other Shareholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to this the Offer as discussed in Section 4 shall not apply with respect to sales of Shares to the Company or transfers permitted pursuant to Section 2(a)(i) or (ii)5.

Right of Participation in Sales. (a) If at any time the Securityholder Stockholder desires to sell for cash all or any part of the Shares owned by him to any person or entity other than one or more of the Purchasers Investors (the "BuyerNon- Investor Purchaser"), each of the Purchasers Stockholders shall have the right to sell to the BuyerNon-Investor Purchaser, as a condition to such sale by the SecurityholderStockholder, at the same price per share and on the same terms and conditions as involved in such sale by the SecurityholderStockholder, the same percentage of as the Shares owned by such Purchaser Investor as the Shares to be sold by the Securityholder Stockholder to the Buyer Non-Investor Purchaser represents with respect toto the Shares owned by the Stockholder immediately prior to the sale of any of his Shares to the Non-Investor Purchaser. (b) Each Purchaser Investor wishing to so participate in any sale under this Section 4 shall notify the Securityholder Stockholder in writing of such intention as soon as practicable after such PurchaserInvestor's receipt of the Offer made pursuant to Section 3, and in any event within twenty (20) days after the date the Offer was made. Such notification shall be given to such Securityholder Stockholder in accordance with Section 11 below10. (c) The Securityholder Stockholder and each participating Purchaser Investor shall sell to the Buyer Non-Investor Purchaser all, or at the option of the BuyerNon-Investor Purchaser, any part of the Shares proposed to be sold by them at not less than the price and upon other teens terms and conditions, if any, not more favorable to the Buyer Non-Investor Purchaser than those in the Offer provided by the Securityholder Stockholder under Section 3 above3; providedPROVIDED, howeverHOWEVER, that any purchase of less than all of such Shares by the Buyer Non-Investor Purchaser shall be made from the Securityholder Stockholder and each participating Purchaser Investor pro rata based upon the relative amount of the Shares that the Securityholder Stockholder and each participating Purchaser Investor is otherwise entitled to sell pursuant to Section 4(a). (d) Any Shares sold by the Securityholder Stockholder or a participating Purchaser Investor pursuant to this Section 4 shall no longer be subject to this Agreement. (e) The Purchasers' Investor's right to participate in sales pursuant to this Section 4 shall not apply with respect to sales of Shares to the Company or transfers permitted pursuant to Section 2(a)(i) or (ii)Company.

Right of Participation in Sales. (a) If at any time the Securityholder Seller desires to sell for cash Transfer all or any part of the Shares Equity Securities owned by him the Seller to any person or entity Person other than one or more of the Purchasers Holders (the "Buyer"), each of the Purchasers shall Holders shall, except as provided below, have the right to sell to the Buyer, as a condition to such sale by the SecurityholderSeller, at the same price per share and on the same terms and conditions as involved in such sale by the SecurityholderSeller, the same percentage of the Shares shares of Common Stock (on an as converted basis) owned by such Purchaser Holder as the Shares shares of Common Stock (on an as converted basis) to be sold by the Securityholder Seller to the Buyer represents with respect toto the shares of Common Stock (on an as converted basis) owned by the Seller immediately prior to the sale of any of the Seller's shares of Equity Securities to the Buyer. The parties acknowledge and agree that any Transfer described in the second sentence of Section 3.3(a) or in Section 3.4 or which, pursuant to the terms of Section 3.5(a) is not the subject of an Offer, shall not be subject to the terms of this Section. (b) Each Purchaser Holder wishing to so participate in any sale under this Section 4 3.6 shall notify the Securityholder Seller in writing of such intention as soon as practicable after such PurchaserHolder's receipt of the Offer made pursuant to Section 33.5, and in any event within twenty (20) days after the date the Offer was made. Such notification shall be given to such Securityholder the Seller in accordance with Section 11 5.4 below. (c) The Securityholder Seller and each participating Purchaser Holder shall sell to the Buyer all, or at the option of the Buyer, any part of the Shares Equity Securities proposed to be sold by them at not less than the price and upon other teens terms and conditions, if any, not more favorable to the Buyer than those conditions contained in the Offer provided by the Securityholder Seller under Section 3 3.5 above; provided, provided however, that any purchase of less than all of such Shares Equity Securities by the Buyer shall be made from the Securityholder Seller and each participating Purchaser pro rata based upon the relative amount of the Shares that the Securityholder and each participating Purchaser is otherwise entitled to sell pursuant to Section 4(a). (d) Any Shares sold by the Securityholder or a participating Purchaser pursuant to this Section 4 shall no longer be subject to this Agreement. (e) The Purchasers' right to participate in sales pursuant to this Section 4 shall not apply with respect to sales of Shares to the Company or transfers permitted pursuant to Section 2(a)(i) or (ii).each