Common use of Rights of the Investors Clause in Contracts

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect to purchase all of the Repurchase Shares available for purchase pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option, in the manner set forth in this Section 9, for all or any portion of the Repurchase Shares which the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company determines that there will be Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, and (B) four (4) months after the termination of Executive's employment with the Company, the Company shall deliver a written notice (the "Availability Notice") to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect to purchase all or any portion of the Available Shares by delivering a written notice (an "Election Notice") to the Company within thirty (30) days after receipt of the Availability Notice from the Company (such 30-day period being referred to herein as the "Investor Election Period"); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (A) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and (B) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Shares available for purchase Executive Stock pursuant to the Repurchase Purchase Option, the Investors shall will be entitled to exercise the Repurchase Purchase Option, in the manner set forth in this Section 97, for all or any portion of the Repurchase Shares shares of Executive Stock which the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Purchase Notice and (B) four (4) months after the termination next business day following the expiration of Executive's employment with the Companyperiod during which the Company may exercise its right to purchase the applicable shares of Executive Stock, the Company shall will deliver a written notice (the "Availability Option Notice") to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. Investors holding a majority of the shares of Common Stock held by the Investors, including shares of Common Stock issuable upon exercise or conversion of capital stock, warrants or other rights held by Investors, may waive all or any rights of the Investors pursuant to this Agreement, provided that no such waiver shall be effective unless in writing. (ii) The Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election Notice") to the Company within thirty (30) 30 days after receipt of the Availability Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election Period"); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect to purchase all of the Repurchase Shares available for purchase pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option, in the manner set forth in this Section 9, for all or any portion of the Repurchase Shares which the Company has not elected to purchase (the "“Available Shares"”). As soon as practicable after the Company determines that there will be Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, and (B) four (4) months after the termination of Executive's ’s employment with the Company, the Company shall deliver a written notice (the "“Availability Notice"”) to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect to purchase all or any portion of the Available Shares by delivering a written notice (an "“Election Notice"”) to the Company within thirty (30) days after receipt of the Availability Notice from the Company (such 30-day period being referred to herein as the "“Investor Election Period"”); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (A) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and (B) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Shares available for purchase Executive Stock pursuant to the Repurchase Option, the Investors shall will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 98, for all or any portion of the Repurchase Shares shares of Executive Stock which the Company has not elected to purchase (the "Available Shares"). As soon as ---------------- practicable after the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Notice and (B) four (4) six months after the termination of Executive's employment with the Company, the Company shall will deliver a written notice (the "Availability Option Notice") to ------------- the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The the Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election Notice") to --------------- the Company within thirty (30) 30 days after receipt of the Availability Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election Period"); ------------------------ provided that if more than one Investor elects to purchase any or all Available -------- Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect to purchase all of the Repurchase Purchaser Shares available for purchase pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option, in the manner set forth in this Section 9, for all or any portion of the Repurchase Purchaser Shares which the Company has not elected to purchase (the "“Available Shares"”). As soon as practicable after the Company determines that there will be Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, and (B) four three (43) months after the termination of Executive's employment with the CompanyRemoval Date, the Company shall deliver a written notice (the "“Availability Notice"”) to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect to purchase all or any portion of the Available Shares by delivering a written notice (an "“Election Notice"”) to the Company within thirty (30) days after receipt of the Availability Notice from the Company (such 30-day period being referred to herein as the "“Investor Election Period"”); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (A) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and (B) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator determinator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason or no reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect to purchase all of the Repurchase Purchaser Shares available for purchase pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option, in the manner set forth in this Section 98, for all or any portion of the Repurchase Purchaser Shares which the Company has not elected to purchase (the "“Available Shares"”). As soon as practicable after the Company determines that there will be Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, and (B) four three (43) months after the termination of Executive's employment with the CompanyRemoval Date, the Company shall deliver a written notice (the "“Availability Notice"”) to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect to purchase all or any portion of the Available Shares by delivering a written notice (an "“Election Notice"”) to the Company within thirty (30) days after receipt of the Availability Notice from the Company (such 30-day period being referred to herein as the "“Investor Election Period"”); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (A) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and (B) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason or no reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect to purchase all of the Repurchase Purchaser Shares available for purchase pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option, in the manner set forth in this Section 9, for all or any portion of the Repurchase Purchaser Shares which the Company has not elected to purchase (the "“Available Shares"”). As soon as practicable after the Company determines that there will be Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Repurchase’ Notice, and (B) four three (43) months after the termination of Executive's employment with the CompanyRemoval Date, the Company shall deliver a written notice (the "“Availability Notice"”) to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect to purchase all or any portion of the Available Shares by delivering a written notice (an "“Election Notice"”) to the Company within thirty (30) days after receipt of the Availability Notice from the Company (such 30-day period being referred to herein as the "“Investor Election Period"”); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (A) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and (B) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Shares available for purchase Executive Stock pursuant to the Repurchase Purchase Option, the Investors shall will be entitled to exercise the Repurchase Purchase Option, in the manner set forth in this Section 97, for all or any portion of the Repurchase Shares shares of Executive Stock which the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Purchase Notice and (B) four (4) months after the termination next business day following the expiration of Executive's employment with the Companyperiod during which the Company may exercise its right to purchase the applicable shares of Executive Stock, the Company shall will deliver a written notice (the "Availability Option Notice") to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. Investors holding a majority of the shares of Common Stock held by the Investors, including shares of Common Stock issuable upon exercise or conversion of capital stock, warrants or other rights held by Investors, may waive all or any rights of the Investors pursuant to this Agreement, provided that no such waiver shall be effective unless in writing. (ii) The Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election Notice") to the Company within thirty (30) 30 days after receipt of the Availability Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election PeriodPeriod "); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i1) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Shares available for purchase Executive Stock pursuant to the Repurchase Option, the Investors shall will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 98, for all or any portion of the Repurchase Shares shares of Executive Stock which the Company has not elected to purchase (the "Available Shares"). As soon as ---------------- practicable after the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Notice and (B) four (4) six months after the termination of Executive's employment with the Company, the Company shall will deliver a written notice (the "Availability Option Notice") to the Investors, ------------- setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii2) The the Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election Notice") to the --------------- Company within thirty (30) 30 days after receipt of the Availability Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election Period"); ------------------------ provided that if more than one Investor elects to purchase any or all Available -------- Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Unvested Shares available for purchase pursuant to the Repurchase Option, the Investors shall will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 98, for all or any portion of the Repurchase Unvested Shares which the Company has not elected to purchase (the "Available Shares"). As soon as practicable after ---------------- the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Notice and (B) four (4) six months after the termination of Executive's employment with the Company, the Company shall will deliver a written notice (the "Availability Option Notice") to the Investors, setting ------------- forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election -------- Notice") to the Company within thirty (30) 30 days after receipt of the Availability Option Notice from ------ the Company (such 30-day period being referred to herein as the "Investor -------- Election Period"); provided that if more than one Investor elects to purchase --------------- -------- any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Shares available for purchase Executive Stock pursuant to the Repurchase Option, the Investors shall will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 98, for all or any portion of the Repurchase Shares shares of Executive Stock which the Company has not elected to purchase (the "Available Shares"). As soon as ---------------- practicable after the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Notice and (B) four (4) six months after the termination of Executive's employment with the Company, the Company shall will deliver a written notice (the "Availability Option Notice") to ------------- the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The the Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election -------- Notice") to the Company within thirty (30) 30 days after receipt of the Availability Option Notice from ------ the Company (such 30-day period being referred to herein as the "Investor -------- Election Period"); provided that if more than one Investor elects to purchase --------------- -------- any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, reason the Company does not elect to purchase all of the Repurchase Shares available for purchase Executive Stock pursuant to the Repurchase Purchase Option, the Investors shall will be entitled to exercise the Repurchase Purchase Option, in the manner set forth in this Section 97, for all or any portion of the Repurchase Shares shares of Executive Stock which the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company determines that there will be any Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, Purchase Notice and (B) four (4) months after the termination next business day following the expiration of Executive's employment with the Companyperiod during which the Company may exercise its right to purchase the applicable shares of Executive Stock, the Company shall will deliver a written notice (the "Availability Option Notice") to the Investors, setting forth the number of each class and type of Available Avail-able Shares and the purchase price for each Available Share. Investors holding a majority of the shares of Common Stock held by the Investors, including shares of Common Stock issuable upon exercise or conversion of capital stock, warrants or other rights held by Investors, may waive all or any rights of the Investors pursuant to this Agreement, provided that no such waiver shall be effective unless in writing. (ii) The Investors may elect will be permitted to purchase all or any portion of the Available Shares by delivering a written notice (an "Election Notice") to the Company within thirty (30) 30 days after receipt of the Availability Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election PeriodPeriod "); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (Ai) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and or (Bii) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.

Rights of the Investors. (i) If for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect to purchase all of the Repurchase Shares available for purchase pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option, in the manner set forth in this Section 9, for all or any portion of the Repurchase Shares which the Company has not elected to purchase (the "“Available Shares"”). As soon as practicable after the Company determines that there will be Available Shares, but in any event upon the earlier to occur of (A) the delivery of the Repurchase Notice, and (B) four (4) months after the termination of Executive's ’s employment with the Company, the Company shall deliver a written notice (the "“Availability Notice"”) to the Investors, setting forth the number of each class and type of Available Shares and the purchase price for each Available Share. (ii) The Investors may elect to purchase all or any portion of the Available Shares by delivering a written notice (an "“Election Notice"”) to the Company within thirty (30) days after receipt of the Availability Notice from the Company (such 30-day period being referred to herein as the "Investor Election Period"”); provided that if more than one Investor elects to purchase any or all Available Shares of any type or class and the number of Available Shares of such type or class is less than the aggregate number of Available Shares of such type or class elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lesser of (A) the number of shares of such type or class such Investor has elected to purchase as indicated in the Election Notice and (B) the number of shares of such type or class obtained by multiplying the number of shares specified in the Availability Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares of Common Stock (on a fully-diluted basis) held by all electing Investors. If any Available Shares of such type or class remain after giving effect to such allocation, such allocation shall be repeated until either all of the Available Shares of such type or class requested to be purchased by the electing Investors have been so allocated or no Available Shares of such type or class are available for purchase.