Common use of Shares Includable Clause in Contracts

Shares Includable. Each Participating Major Stockholder may include in the Proposed Key Holder Transfer all or any part of such Major Stockholder’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Participating Major Stockholders pursuant to the Right of First Refusal) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Major Stockholder immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Major Stockholder has agreed to purchase pursuant to the Right of First Refusal) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Major Stockholders immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Major Stockholders have collectively agreed to purchase pursuant to the Right of First Refusal), plus the number of shares of Transfer Stock held by the selling Key Holders.

Shares Includable. Each Participating Major Stockholder Investor may include in the Proposed Key Holder Transfer all or any part of such Major StockholderParticipating Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Major Stockholders Investors pursuant to the Right of First RefusalRefusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Major Stockholder Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Major Stockholder Investor has agreed to purchase pursuant to the Right of First RefusalSecondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Major Stockholders Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Major Stockholders Investors have collectively agreed to purchase pursuant to the Right of First RefusalSecondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key HoldersHolder.

Shares Includable. Each Participating Major Stockholder Investor may include in the Proposed Key Holder Transfer all or any part of such Major StockholderParticipating Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Major Stockholders Investors pursuant to the Right of First RefusalRefusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Major Stockholder Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Major Stockholder Investor has agreed to purchase pursuant to the Right of First RefusalSecondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Major Stockholders Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Major Stockholders Investors have collectively agreed to purchase pursuant to the Right of First RefusalSecondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key HoldersHolder.