Common use of Allocation of Included Shares Clause in Contracts

Allocation of Included Shares. The maximum number of shares of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each other holder of Securities who has rights to participate in sales of Securities by the Investor or the Existing Stockholders pursuant to written agreements by and between the Company and any such holder (the “Other Tag-Along Rights Holders”), in any sale governed by this Section 3 shall be (i) such Person’s Individual Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security owned by such Investor, Existing Stockholder, or Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, and the denominator of which is the aggregate total number of shares of such type or class of security owned on the date of the applicable Final Notice by the Investor, the Existing Stockholders, and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the Investor, the Existing Stockholders, or any Other Tag-Along Rights Holder elects to sell a number of any type or class of security which is less than the number such holder could sell pursuant to clause (ii) above, the shares of such type or class of security that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the Investor, the Existing Stockholders, or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.