Common use of Treatment of Options, Warrants and Convertible Securities Clause in Contracts

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller desires to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, such Participating Seller shall be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Sale to the extent necessary to Sell Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he desires to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, such Participating Seller he shall be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities Security immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of Common Stock received by the holders of the Prospective Selling Stockholder(s) Investors in such Sale for less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he desires or is obligated to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, such Participating Seller shall he will be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective BuyerPurchaser, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective BuyerPurchaser. If any Participating Seller shall will Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall will receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of Common Stock received by the holders of the Prospective Selling Stockholder(s) Investors in such Sale for less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he desires or is required to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, such Participating Seller he shall be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities Security immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security (or any agreement applicable thereto) and agreed by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of Common Stock received by the Prospective Selling Stockholder(s) Investors in such Sale for less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he, she or it desires to include vested and exercisable Options, Warrants or Convertible Securities in any Sale Transfer of Company Shares pursuant to this Section 4, such Participating Seller shall he, she or it will be deemed to have exercised, converted or exchanged such vested and exercisable Options, Warrants or Convertible Securities immediately prior to the closing of such Sale Transfer to the extent necessary to Sell Transfer shares of Common Stock to the Prospective BuyerProposed Transferee, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed to by the Prospective BuyerBoard of Directors and the Proposed Transferee. In the event that Options, Warrants or Convertible Securities are deemed exercised pursuant to the preceding sentence, payment of any purchase or exercise price, if applicable, and minimum statutory withholding tax amount, if any, shall be satisfied through payment of shares of Common Stock otherwise deliverable upon such exercise, conversion, or exchange. If any Participating Seller shall Sell Transfers Options, Warrants or Convertible Securities in any Sale Transfer pursuant to this Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of the appropriate class of Common Stock received by the Prospective Selling Stockholder(s) Transferring Stockholder in such Sale for Transfer less the unpaid exercise or conversion price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each the appropriate class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such SaleTransfer), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he desires or is required to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, such Participating Seller he shall be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security (or any agreement applicable thereto) and agreed by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of Common Stock received by the Prospective Selling Stockholder(s) Investors in such Sale for less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he, she or it desires to include in any Sale pursuant to Section 4.1 Shares issuable upon exercise or conversion of Options, Warrants or Convertible Securities in any Sale or if he, she or it is at the election of Shares pursuant the Drag Initiating Prospective Selling Investors required to Section 4, such Participating Seller shall be deemed to have exercised, converted or exchanged such Sell Options, Warrants or Convertible Securities immediately prior (or the Shares issuable upon exercise or conversion thereof) in any Sale subject to Section 4.2, the closing Company, the Prospective Selling Investor(s) and the Prospective Buyer may: (a) require that such securities be exercised or converted as a condition to inclusion or (b) agree to provide that holders of Options, Warrants or Convertible Securities that are then exercisable or convertible may participate in such Sale on an as exercised or as converted basis (netting out any exercise price and applicable withholding taxes) or (c) provide holders of Options, Warrants or Convertible Securities an opportunity to the extent necessary to Sell Stock to the Prospective Buyer, except to the extent permitted under the terms of any Transfer such Option, Warrant or Convertible Security and agreed directly (on the appropriate percentage basis if applicable, as determined by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, Board) and upon such Transfer such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange Spread Amount of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale)security, subject to reduction for any tax or other amounts required to be withheld under applicable law.law or (d) provide for such Options, Warrants or Convertible

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller desires or is required to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 42.1 or 2.2, such Participating Seller shall be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 42.1 or 2.2, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of Common Stock received by the holders of the Prospective Selling Stockholder(s) Stockholders in such Sale for less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he, she or it desires to include vested and exercisable Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4ARTICLE IV hereof, such Participating Seller he, she or it shall be deemed to have exercised, converted or exchanged such vested and exercisable Options, Warrants or Convertible Securities Security immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed to by the Board and the Prospective Buyer. If any Participating Seller shall will Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4ARTICLE IV hereof, such Participating Seller shall will receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per Share of Common Stock received by the holders of the Prospective Selling Stockholder(s) Investors in such Sale for less the unpaid exercise or conversion price, if any, per Share of such Option, Warrant or Convertible Security by (b) the number of shares Shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he, she or it desires to include vested and exercisable Options, Warrants or Convertible Securities in any Sale Transfer of Company Shares pursuant to this Section 4, such Participating Seller shall he, she or it will be deemed to have exercised, converted or exchanged such vested and exercisable Options, Warrants or Convertible Securities immediately prior to the closing of such Sale Transfer to the extent necessary to Sell Transfer shares of Common Stock to the Prospective BuyerProposed Transferee, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed to by the Prospective BuyerBoard of Directors and the Proposed Transferee. In the event that Options, Warrants or Convertible Securities are deemed exercised pursuant to the preceding sentence, payment of any purchase or exercise price, if applicable, and minimum statutory withholding tax amount, if any, shall be satisfied through payment of shares of Common Stock otherwise deliverable upon such exercise, conversion, or exchange. If any Participating Seller shall Sell Transfers Options, Warrants or Convertible Securities in any Sale Transfer pursuant to this Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per share of Common Stock received by the Prospective Selling Stockholder(s) Transferring Stockholder in such Sale for Transfer less the unpaid exercise or conversion price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such SaleTransfer), subject to reduction for any tax or other amounts required to be withheld under applicable law.

Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent such Participating Seller he, she or it desires to include vested and exercisable Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 44 hereof, such Participating Seller he, she or it shall be deemed to have exercised, converted or exchanged such vested and exercisable Options, Warrants or Convertible Securities Security immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed to by the Board and the Prospective Buyer. If any Participating Seller shall will Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 44 hereof, such Participating Seller shall will receive in exchange for such Options, Warrants or Convertible Securities consideration in equal to the amount (if greater than zero) equal to determined by multiplying (a) the purchase price per Share of Common Stock received by the holders of the Prospective Selling Stockholder(s) Investors in such Sale for less the unpaid exercise or conversion price, if any, per Share of such Option, Warrant or Convertible Security by (b) the number of shares Shares of each class of Common Stock that would be issued issuable upon exercise, conversion or exchange of such OptionsOption, Warrants Warrant or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.