Calculation of Shares. Each Investor may sell all or any part of its shares of Underlying Common Stock equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Notice by (ii) a fraction, the numerator of which is the total number of shares of Underlying Common Stock owned by such Investor at the time, and the denominator of which is the sum of (A) the total number of shares of Underlying Common Stock owned by Investors participating in such sale plus (B) the total number of shares of Common Stock at the time owned by such Executive, including shares transferred by such Executive to Permitted Transferees in accordance with this Agreement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Prolong International Corp), Investors’ Rights Agreement (St Cloud Capital Partners Lp)