Common use of Calculation of Shares Clause in Contracts

Calculation of Shares. Each Participating Holder or New Holder may sell all or any part of that number of shares of Common Stock issued or then issuable upon conversion of the then-outstanding shares of the Preferred Stock (“Conversion Stock”), Common Stock received in connection with any stock dividend, stock split or other reclassification thereof, or Common Stock otherwise issued by the Company and held by the Participating Holder or New Holder (together with the Conversion Stock and Common Stock received in connection with any stock dividend, stock split or other reclassification, “Co-Sale Eligible Stock”) equal to the product obtained by multiplying (i) the aggregate number of Management Offered Shares covered by the Purchase Offer by (ii) a fraction, the numerator of which is the number of shares of Co-Sale Eligible Stock at the time owned by such Participating Holder or New Holder and the denominator of which is the sum of (A) the total number of shares of Co-Sale Eligible Stock at the time owned by all Participating Holders and New Holders participating in such sale plus (B) the total number of Management Offered Shares at the time owned by the selling Management Stockholder.