Common use of Shares Includable Clause in Contracts

Shares Includable. Each Shareholder who timely exercises such Shareholder’s Right of Co-Sale by delivering the written notice provided for above in Section 4.2(a) may include in the Proposed Transfer (i) if the Proposed Transfer is a transfer of Common Stock, all or any part of the shares of Common Stock held by such Shareholder (including shares issuable upon conversion of Series A Preferred Stock) equal to the Pro Rata Amount (as defined below) or (ii) if the Proposed Transfer is a transfer of Series A Preferred Stock, all or any part of the shares of Series A Preferred Stock (if any) held by such Shareholder equal to the Pro Rata Amount (as defined below). For purposes of this Agreement, “Pro Rata Amount” shall equal to the product obtained by multiplying (i) the aggregate number of Shares subject to the Proposed Transfer (excluding Shares purchased by the Company or the Shareholders pursuant to the Right of First Refusal or Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of Shares owned by such Shareholder immediately before consummation of the Proposed Transfer (including any shares that such Shareholder has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of Shares owned, in the aggregate, by all Shareholders immediately prior to the consummation of the Proposed Transfer (including any shares that all Shareholders have collectively agreed to purchase pursuant to the Secondary Refusal Right).

Shares Includable. Each Shareholder Stockholder who timely exercises such ShareholderStockholder’s Right of Co-Sale by delivering the written notice provided for above in Section 4.2(a2.3(a) may include in the Proposed Stockholder Transfer (i) if the Proposed Transfer is a transfer of Common Stock, all or any part of the shares of Common such Stockholder’s Capital Stock held by such Shareholder (including shares issuable upon conversion of Series A Preferred Stock) equal to the Pro Rata Amount (as defined below) or (ii) if the Proposed Transfer is a transfer of Series A Preferred Stock, all or any part of the shares of Series A Preferred Stock (if any) held by such Shareholder equal to the Pro Rata Amount (as defined below). For purposes of this Agreement, “Pro Rata Amount” shall equal to the product obtained by multiplying (i) the aggregate number of Shares shares of Transfer Stock subject to the Proposed Stockholder Transfer (excluding Shares shares purchased by the Company or the Shareholders Stockholders pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of Shares shares of Preferred Stock owned by such Shareholder Stockholder immediately before consummation of the Proposed Stockholder Transfer (including any shares that such Shareholder Stockholder has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of Shares shares of Preferred Stock owned, in the aggregate, by all Shareholders Stockholders immediately prior to the consummation of the Proposed Stockholder Transfer (including any shares that all Shareholders Stockholders have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Stockholder. To the extent one or more of the Stockholders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Stockholder may sell in the Proposed Stockholder Transfer shall be correspondingly reduced.

Shares Includable. Each Shareholder Investor who timely exercises such ShareholderInvestor’s Right of Co-Sale by delivering the written notice provided for above in Section 4.2(a2.2(a) (each a “Participating Holder”) may include in the Proposed Transfer (i) if the Proposed Transfer is a transfer of Common Stock, all or any part of the shares of Common such Investor’s Capital Stock held by such Shareholder (including shares issuable upon conversion of Series A Preferred Stock) equal to the Pro Rata Amount (as defined below) or (ii) if the Proposed Transfer is a transfer of Series A Preferred Stock, all or any part of the shares of Series A Preferred Stock (if any) held by such Shareholder equal to the Pro Rata Amount (as defined below). For purposes of this Agreement, “Pro Rata Amount” shall equal to the product obtained by multiplying (i) the aggregate number of Shares shares of Transfer Stock subject to the Proposed Transfer (excluding Shares shares purchased by the Company or the Shareholders Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of Shares shares of Preferred Stock owned by such Shareholder Participating Holder immediately before consummation of the Proposed Transfer (including any shares that such Shareholder Investor has agreed to purchase pursuant to the Secondary Refusal Right) ), on an as-converted basis (including any previously converted shares of Preferred Stock), and the denominator of which is the sum of the total number of Shares shares of Preferred Stock owned, in the aggregate, by all Shareholders Participating Holders immediately prior to the consummation of the Proposed Transfer (including any shares that all Shareholders Participating Holders have collectively agreed to purchase pursuant to the Secondary Refusal Right), on an as-converted basis (including any previously converted shares of Preferred Stock), plus the number of shares of Transfer Stock held by the selling Stockholder (as to each Investor, such Investor’s “Co-Sale Portion”). To the extent that one or more of the Participating Holders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Stockholder may sell in the Proposed Transfer shall be correspondingly reduced. The Company shall notify each Participating Holder of such Participating Holder’s Co-Sale Portion no later than fifteen (15) days prior to the closing of such Proposed Transfer (the “Co-Sale Portion Notice”).

Shares Includable. Each Shareholder To the extent that an Investor (who is not a selling Non-Lead Investor in such Proposed Transfer) timely exercises such ShareholderInvestor’s Right of Co-Sale by delivering the written notice provided for above in Section 4.2(a) 7.3(a), such Investor may include in the Proposed Transfer (i) if the Proposed Transfer is a transfer of Common Stock, all or any part of the shares of Common such Investor’s Capital Stock held by such Shareholder (including shares issuable upon conversion of Series A Preferred Stock) equal to the Pro Rata Amount (as defined below) or (ii) if the Proposed Transfer is a transfer of Series A Preferred Stock, all or any part of the shares of Series A Preferred Stock (if any) held by such Shareholder equal to the Pro Rata Amount (as defined below). For purposes of this Agreement, “Pro Rata Amount” shall equal to the product obtained by multiplying (i) the aggregate number of Shares shares of Transfer Stock subject to the Proposed Transfer (excluding Shares shares purchased by the Company or the Shareholders Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of Shares shares of Capital Stock owned by such Shareholder Investor immediately before consummation of the Proposed Transfer (including any shares that such Shareholder Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of Shares shares of Capital Stock owned, in the aggregate, by all Shareholders Investors (other than a selling Non-Lead Investor in such Proposed Transaction, if applicable) immediately prior to the consummation of the Proposed Transfer (including any shares that all Shareholders have collectively such Investor has agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Common Holder or selling Non-Lead Investor, as applicable. To the extent one or more Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Common Holder or selling Non-Lead Investor, as applicable, may sell in the Proposed Transfer shall be correspondingly reduced.