Shares Includable. Each Participating Shareholder may include in the Proposed Shareholder Transfer all or any part of such Participating Shareholder's Capital Shares equal to the product obtained by multiplying (i) the aggregate number of Transfer Shares subject to the Proposed Shareholder Transfer by (ii) a fraction, the numerator of which is the number of Capital Shares owned by such Participating Shareholder immediately before consummation of the Proposed Shareholder Transfer, and the denominator of which is the total number of Capital Shares owned, in the aggregate, by all Participating Shareholders immediately prior to the consummation of the Proposed Shareholder Transfer, plus the number of Transfer Shares held by such Selling Shareholder. To the extent one or more of the Participating Shareholders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of Transfer Shares that such Selling Shareholder may sell in the Proposed Shareholder Transfer shall be correspondingly reduced.
Appears in 3 contracts
Samples: Subscription Agreement (Naqi Logix Inc.), Right of First Refusal and Co Sale Agreement (Naqi Logix Inc.), Right of First Refusal and Co Sale Agreement (Naqi Logix Inc.)
Shares Includable. Each Participating Shareholder Stockholder may include in the Proposed Shareholder Transfer all or any part of such Participating Shareholder's Capital Stockholder’s Shares equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Shares Stock subject to the Proposed Shareholder Transfer (excluding shares purchased by the Company under the Right of First Refusal) by (ii) a fraction, the numerator of which is the number of Capital Shares owned by such Participating Shareholder Stockholder immediately before consummation of the Proposed Shareholder Transfer, Transfer and the denominator of which is the total number of Capital Shares owned, in the aggregate, by all Participating Shareholders Stockholders immediately prior to the consummation of the Proposed Shareholder Transfer, plus the number of shares of Transfer Shares Stock held by such Selling Shareholderthe selling Stockholder. To the extent one or more of the Participating Shareholders Stockholders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Shares Stock that such Selling Shareholder the selling Stockholder may sell in the Proposed Shareholder Transfer shall be correspondingly reduced.
Appears in 2 contracts
Samples: Stockholder Agreement, Stockholder Agreement
Shares Includable. Each Participating Shareholder may include in the Proposed Shareholder Transfer all or any part of such Participating Shareholder's ’s Capital Shares equal to the product obtained by multiplying (i) the aggregate number of Transfer Shares subject to the Proposed Shareholder Transfer by (ii) a fraction, the numerator of which is the number of Capital Shares owned by such Participating Shareholder immediately before consummation of the Proposed Shareholder Transfer, and the denominator of which is the total number of Capital Shares owned, in the aggregate, by all Participating Shareholders immediately prior to the consummation of the Proposed Shareholder Transfer, plus the number of Transfer Shares held by such Selling Shareholder. To the extent one or more of the Participating Shareholders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of Transfer Shares that such Selling Shareholder may sell in the Proposed Shareholder Transfer shall be correspondingly reduced.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (Shackelford Pharma Inc.)