Calculation of Shares. Each Investor may sell all or any part of that number of shares of Common Stock of the Company issued or issuable upon conversion of Preferred Stock or Common Stock received in connection with any stock dividend, stock split or other reclassification thereof (the "Conversion Shares") equal to the product obtained by multiplying (x) the aggregate number of Shares covered by the Purchase Offer by (y) a fraction, the numerator of which is the number of Conversion Shares at the time owned by such Investor and the denominator of which is the combined number of Conversion Shares of the Company at the time owned by all Investors and all Founders participating in such sale, including shares transferred by such Founder to Permitted Transferees (as hereinafter defined) in accordance herewith. The provisions of this Agreement do not confer any Co-Sale rights with respect to any shares of Common Stock or other securities held by an Investor that are not Conversion Shares, nor do the provisions of this Agreement subject any shares of Preferred Stock of the Company held by the Founders to the Co-Sale rights of the Investors, other than the Shares.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Niku Corp), Series C Preferred Stock Purchase Agreement (Niku Corp)