Common use of Right to Participate in Sales Clause in Contracts

Right to Participate in Sales. (a) If requested by the other Stockholder (the "Co-Selling Stockholder") in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder during the ROFR Acceptance Period, the Co-Selling Stockholder will be permitted to sell in that Third-Party Sale, on the same terms as the Offering Stockholder, up to the number of Securities held by the Co-Selling Stockholder as is specified in the Co-Sale Notice; provided that the number of Securities to be sold by the Co-Selling Stockholder participating in such Third-Party Sale shall in no event exceed the Portion corresponding to such Co-Selling Stockholder. As used herein, "Portion" means, with respect to the Co-Selling Stockholder, the number of Securities beneficially owned by such Co-Selling Stockholder multiplied by a fraction the numerator of which is the number of Securities to be sold by the Offering Stockholder and its Permitted Transferees in such Third-Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior to such Third-Party Sale. If a Co-Selling Stockholder requests to include more Securities than provided under the preceding sentences, the Offering Stockholder will attempt to cause the Third-Party Purchaser to acquire those additional Securities, but will have no liability for the Third-Party Purchaser's refusal to purchase those additional Securities. To the extent that the Third-Party Purchaser is unwilling to purchase all of the Securities proposed to be sold by the Offering Stockholder and the Co-Selling Stockholder, the number of Securities to be sold by each of the Offering Stockholder and the Co-Selling Stockholder shall be reduced to their respective Pro Rata Number of Securities. "Pro Rata Number" means, with respect to the participation of the Offering Stockholder or the Co- Selling Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Co-Selling Stockholder. Notwithstanding anything to the contrary herein contained, (i) the Co-Selling Stockholder may not deliver to the Offering Stockholder both an Acceptance Notice and a Co-Sale Notice with respect to the same proposed Third-Party Sale and (ii) the Offering Stockholder will have the right to elect not to consummate any Third-Party Sale (without liability to the Co-Selling Stockholder) if it is unable to sell all of the Offered Securities as initially set forth in the Offer Notice and (iii) may increase the Securities included in the Offered Securities to accommodate any Securities proposed to be sold by a Co-Selling Stockholder.

Right to Participate in Sales. (a) If requested by the other a Stockholder (the "Co-Selling Offering Stockholder") proposes to sell any or all of the Securities owned by the Offering Stockholder (the "Offered Securities") to a Third Party in a bona fide transaction not involving an Excluded Transaction (a "Third Party Sale"), the Offering Stockholder will, prior to effecting any Third Party Sale, deliver to the other Stockholders (the "Non-Offering Stockholders") a written notice (an "Offer Notice") specifying (i) the aggregate amount of cash consideration, the amount of any promissory note or other debt instrument and the Fair Market Value of any other non-cash consideration (the "Offer Price") for which the Offering Stockholder proposes to sell the Offered Securities in the proposed Third Party Sale, (ii) the identity of the purchaser in the proposed Third Party Sale, (iii) the date the proposed Third Party Sale is scheduled to close, and (iv) all other material terms of the proposed Third Party Sale, including without limitation any other contract or transaction entered into or proposed to be entered into in connection with the Third Party Sale. If a Non-Offering Stockholder so requests in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder during within 20 calendar days following the ROFR delivery of the Offer Notice (the "Co-Sale Acceptance Period"), the such Non-Offering Stockholder (a "Co-Selling Stockholder Stockholder") will be permitted to sell in that Third-Third Party Sale, on the same terms as the Offering Stockholder, up to the number of Securities held by the such Co-Selling Stockholder as is specified in the Co-Sale Notice; provided that the number of Securities to be sold by the such Co-Selling Stockholder participating in such Third-Third Party Sale shall will in no event exceed the Portion corresponding to such Co-Selling Stockholder. As used herein, "Portion" means, with respect to the a Co-Selling Stockholder, the number of Securities beneficially owned by such Co-Selling Stockholder multiplied by a fraction the numerator of which is the number of Securities to be sold by the Offering Stockholder and its Permitted Transferees in such Third-Third Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior to such Third-Party Sale. If a Co-Selling Stockholder requests to include more Securities than provided under the preceding sentences, the Offering Stockholder will attempt to cause the Third-Party Purchaser to acquire those additional Securities, but will have no liability for the Third-Party Purchaser's refusal to purchase those additional Securities. To the extent that the Third-Party Purchaser is unwilling to purchase all of the Securities proposed to be sold by the Offering Stockholder and the Co-Selling Stockholder, the number of Securities to be sold by each of the Offering Stockholder and the Co-Selling Stockholder shall be reduced to their respective Pro Rata Number of Securities. "Pro Rata Number" means, with respect to the participation of the Offering Stockholder or the Co- Selling Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Co-Selling Stockholder. Notwithstanding anything to the contrary herein contained, (i) the Co-Selling Stockholder may not deliver to the Offering Stockholder both an Acceptance Notice and a Co-Sale Notice with respect to the same proposed Third-Party Sale and (ii) the Offering Stockholder will have the right to elect not to consummate any Third-Party Sale (without liability to the Co-Selling Stockholder) if it is unable to sell all of the Offered Securities as initially set forth in the Offer Notice and (iii) may increase the Securities included in the Offered Securities to accommodate any Securities proposed to be sold by a Co-Selling Stockholder.prior

Right to Participate in Sales. (a) If requested a Stockholder (the "Offering Stockholder") proposes to sell any or all of the Securities owned by the Offering Stockholder (the "Offered Securities") to a Third-Party in a bona fide transaction other than a No-ROFR Transaction (a "Third-Party Sale"), the Offering Stockholder will, prior to effecting any Third-Party Sale, deliver to the other Stockholder (the "CoNon-Selling Offering Stockholder") a written notice (an "Offer Notice") specifying (i) the aggregate amount of cash consideration, the amount of any promissory note or other debt instrument and the Fair Market Value of any other non-cash consideration (the "Offer Price"), for which the Offering Stockholder proposes to sell the Offered Securities in the proposed Third-Party Sale, (ii) the identity of the purchaser in the proposed Third Party Sale, (iii) the date the proposed Third-Party Sale is scheduled to close, and (iv) all other material terms of the proposed Third-Party Sale, including without limitation any other contract or transaction entered into or proposed to be entered into in connection with the Third-Party Sale. If the Non-Offering Stockholder so requests in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder during within five Business Days following the ROFR delivery of the Offer Notice (the "Co-Sale Acceptance Period"), the Co-Selling Non- Offering Stockholder will be permitted to sell in that Third-Party Sale, on the same terms as the Offering Stockholder, up to the number of Securities held by the CoNon-Selling Offering Stockholder as is specified in the Co-Sale Notice; provided that the number of Securities to be sold by the CoNon-Selling Offering Stockholder participating in such Third-Party Sale shall will in no event exceed the Portion corresponding to such CoNon-Selling Offering Stockholder. As used herein, "Portion" means, with respect to the CoNon-Selling Offering Stockholder, the number of Securities beneficially owned by such CoNon-Selling Offering Stockholder multiplied by a fraction the numerator of which is the number of Securities to be sold by the Offering Stockholder and its Permitted Transferees in such Third-Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior to such Third-Party Sale. If a Co-Selling Stockholder requests to include more Securities than provided under the preceding sentences, the Offering Stockholder will attempt to cause the Third-Party Purchaser to acquire those additional Securities, but will have no liability for the Third-Party Purchaser's refusal to purchase those additional Securities. To the extent that the Third-Party Purchaser is unwilling to purchase all of the Securities proposed to be sold by the Offering Stockholder and the Co-Selling Stockholder, the number of Securities to be sold by each of the Offering Stockholder and the Co-Selling Stockholder shall be reduced to their respective Pro Rata Number of Securities. "Pro Rata Number" means, with respect to the participation of the Offering Stockholder or the Co- Selling Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Co-Selling Stockholder. Notwithstanding anything to the contrary herein contained, (i) the Co-Selling Stockholder may not deliver to the Offering Stockholder both an Acceptance Notice and a Co-Sale Notice with respect to the same proposed Third-Party Sale and (ii) the Offering Stockholder will have the right to elect not to consummate any Third-Party Sale (without liability to the Co-Selling Stockholder) if it is unable to sell all of the Offered Securities as initially set forth in the Offer Notice and (iii) may increase the Securities included in the Offered Securities to accommodate any Securities proposed to be sold by a Co-Selling Stockholder.to

Right to Participate in Sales. (a) If requested by the other a Stockholder (the "Co-Selling Offering Stockholder") proposes to sell any or all of the Securities owned by the Offering Stockholder (the "Offered Securities") to a Third Party in a bona fide transaction not involving an Excluded Transaction (a "Third Party Sale"), the Offering Stockholder will, prior to effecting any Third Party Sale, deliver to the other Stockholders (the "Non-OfferingStockholders") a written notice (an "Offer Notice") specifying (i) the aggregate amount of cash consideration, the amount of any promissory note or other debt instrument and the Fair Market Value of any other non-cash consideration (the "Offer Price") for which the Offering Stockholder proposes to sell the Offered Securities in the proposed Third Party Sale, (ii) the identity of the purchaser in the proposed Third Party Sale, (iii) the date the proposed Third Party Sale is scheduled to close, and (iv) all other material terms of the proposed Third Party Sale, including without limitation any other contract or transaction entered into or proposed to be entered into in connection with the Third Party Sale. If a Non-Offering Stockholder so requests in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder during within 20 calendar days following the ROFR Acceptance Period, delivery of the Co-Selling Stockholder will be permitted to sell in that Third-Party Sale, on Offer Notice (the same terms as the Offering Stockholder, up to the number of Securities held by the Co-Selling Stockholder as is specified in the "Co-Sale Notice; provided that the number of Securities to be sold by the CoAcceptance Period"), such Non-Selling Offering Stockholder participating in such Third-Party Sale shall in no event exceed the Portion corresponding to such (a "Co-Selling Stockholder. As used herein, "Portion" means, with respect to the Co-Selling Stockholder, the number of Securities beneficially owned by such Co-Selling Stockholder multiplied by a fraction the numerator of which is the number of Securities to ) will be sold by the Offering Stockholder and its Permitted Transferees in such Third-Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior to such Third-Party Sale. If a Co-Selling Stockholder requests to include more Securities than provided under the preceding sentences, the Offering Stockholder will attempt to cause the Third-Party Purchaser to acquire those additional Securities, but will have no liability for the Third-Party Purchaser's refusal to purchase those additional Securities. To the extent that the Third-Party Purchaser is unwilling to purchase all of the Securities proposed to be sold by the Offering Stockholder and the Co-Selling Stockholder, the number of Securities to be sold by each of the Offering Stockholder and the Co-Selling Stockholder shall be reduced to their respective Pro Rata Number of Securities. "Pro Rata Number" means, with respect to the participation of the Offering Stockholder or the Co- Selling Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Co-Selling Stockholder. Notwithstanding anything to the contrary herein contained, (i) the Co-Selling Stockholder may not deliver to the Offering Stockholder both an Acceptance Notice and a Co-Sale Notice with respect to the same proposed Third-Party Sale and (ii) the Offering Stockholder will have the right to elect not to consummate any Third-Party Sale (without liability to the Co-Selling Stockholder) if it is unable to sell all of the Offered Securities as initially set forth in the Offer Notice and (iii) may increase the Securities included in the Offered Securities to accommodate any Securities proposed to be sold by a Co-Selling Stockholder.permitted to