Proportionate Percentage. Proportionate Percentage" shall ------------------------- mean, as to the Purchaser, that percentage figure which expresses the ratio which (x) the number of shares of outstanding Common Stock then owned by the Purchaser bears to (y) the aggregate number of shares of all outstanding Common Stock then outstanding. Co-Sale Rights ▇▇. ▇▇▇▇▇▇▇ hereby covenants and agrees that he (a "Co-Selling Shareholder") will give ten (10) days written notice to the Purchaser in the event that he proposes to sell in other than (i) a registered offering or other than (ii) a sale pursuant to Rule 144 or other than (iii) to an employee or officer of the Company, an amount of Common Stock which together with all prior or contemporaneous sales of Common Stock by such Co-Selling Shareholder and affiliates (as defined in the Securities Act) of such person in the aggregate exceeds 10% of the number of shares of Common Stock held collectively by such Co-Selling Shareholder and affiliates on the date hereof or 20% taking into consideration shares sold to officers and employees of the Company. Upon written notice of such Co-Selling Shareholder given within ten (10) days after receipt of such notice, the Purchaser shall be permitted, but not required, to participate with such Co-Selling Shareholder in any such sale. This provision shall terminate as to a Purchase on any date on which it or any Affiliate ceases to own any of the Company's Securities. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall also be deemed a "Co-Selling Shareholder" for purposes of this paragraph in the event that ▇▇. ▇▇▇▇▇▇▇▇ shall acquire more than 10% of the outstanding Common Stock of the Company, in which event he shall be bound by the same terms and conditions of co-sale as ▇▇. ▇▇▇▇▇▇▇. For purposes of determining whether ▇▇. ▇▇▇▇▇▇▇▇ owns 10% of the outstanding stock of the company, all shares sold by ▇▇. ▇▇▇▇▇▇▇▇ during a period of twelve months preceding the date of the calculation shall be included. The Company covenants and represents that it will not register a transfer of Common Stock on the registration books of the Company which has been sold in contravention of this Section. If ▇▇. ▇▇▇▇▇▇▇ makes a sale of Common Stock in contravention of this Section, he shall be deemed to hold the proceeds of such sale on a resulting trust in favor of the Purchasers in an amount equal to that to which the Purchasers would have been entitled to receive on such sale pursuant to the provisions of this Section and shall immediately pay over to the Purchasers such amount in exchange for transfer of Common Stock at the highest price per share received by such Original Shareholder. Any costs associated with such sale will be prorated among the selling shareholders.
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Proportionate Percentage. Proportionate Percentage" shall ------------------------- ------------------------ mean, as to the a Purchaser, that percentage figure which expresses the ratio which (x) the number of shares of outstanding Common Stock then owned by the such Purchaser bears to (y) the aggregate number of shares of all outstanding Common Stock then outstanding. Right of First Refusal (▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc.) As consideration for ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. performing consulting services to the Company, the Company hereby grants to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. for a period ending May 31, 1996 the right of first refusal in managing and/or underwriting any securities offerings, mergers, acquisitions, tender offers, recapitalizations and reorganizations providing such offering is on the same bona fide terms and conditions as the Company could obtain elsewhere. Co-Sale Rights ▇▇. ▇▇▇▇▇▇▇ hereby covenants and agrees that he (a "Co-Selling ShareholderShareholders") will give ten (10) days written notice to the each Purchaser in the event that he proposes to sell in other than (i) a registered offering or other than (ii) a sale pursuant to Rule 144 or other than (iii) to an employee or officer of the Company, an amount of Common Stock which together with all prior or contemporaneous sales of Common Stock by such Co-Selling Shareholder and affiliates (as defined in the Securities Act) of such person in the aggregate exceeds 10% of the number of shares of Common Stock held collectively by such Co-Selling Shareholder and affiliates on the date hereof or 20% taking into consideration shares sold to officers and employees of the Company. Upon written notice of such Co-Selling Shareholder given within ten (10) days after receipt of such notice, the each Purchaser (individually and not as a class) shall be permitted, but not required, to participate with such Co-Selling Shareholder in any such sale. This provision shall terminate as to a Purchase on any date on which it or any Affiliate ceases to own any of the Company's Securities. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall also be deemed a "Co-Selling Shareholder" for purposes of this paragraph in the event that ▇▇. ▇▇▇▇▇▇▇▇ shall acquire more than 10% of the outstanding Common Stock of the Company, in which event he shall be bound by the same terms and conditions of co-sale as ▇▇. ▇▇▇▇▇▇▇. For purposes of determining whether ▇▇. ▇▇▇▇▇▇▇▇ owns 10% of the outstanding stock of the company, all shares sold by ▇▇. ▇▇▇▇▇▇▇▇ during a period of twelve months preceding preceeding the date of the calculation shall be included. The Company covenants and represents that it will not register a transfer of Common Stock on the registration books of the Company which has been sold in contravention of this Section. If ▇▇. ▇▇▇▇▇▇▇ makes a sale of Common Stock in contravention of this Section, he shall be deemed to hold the proceeds of such sale on a resulting trust in favor of the Purchasers in an amount equal to that to which the Purchasers would have been entitled to receive on such sale pursuant to the provisions of this Section and shall immediately pay over to the Purchasers such amount in exchange for transfer of Common Stock at the highest price per share received by such Original Shareholder. Any costs associated with such sale will be prorated among the selling shareholders.
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