Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection Section 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors Shareholders and the selling Key Holder such Selling Shareholder shall be allocated based on the number of shares of Capital Stock Shares sold to the Prospective Transferee by each Participating Investor Shareholder and the selling Key Holder such Selling Shareholder as provided in Subsection Section 2.2(b), provided that if a Participating Investor Shareholder wishes to sell Preferred Stockany shares convertible into Common Shares, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock such shares into Common StockShares.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors Stockholders and the selling Key Holder Prospective Transferor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor Stockholder and the selling Key Holder Prospective Transferor as provided in Subsection 2.2(b), provided that if a Participating Investor Stockholder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the The aggregate consideration payable to the Participating Investors Investor and Participating Rights Holders and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor Investor, each Participating Rights Holder and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor or a Participating Rights Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the applicable conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors Holders and the selling Key Holder Stockholder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor Holder and the selling Key Holder Stockholder as provided in Subsection Section 2.2(b), provided that that, if a Participating Investor Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii9.2(d)(ii), the aggregate consideration payable to the Participating Investors Rights Holders and the selling Key Restricted Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor Rights Holder and the selling Key Restricted Holder as provided in Subsection 2.2(b9.2(b), provided that if a Participating Investor Rights Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection Section 2.2(b), provided provided, however, that if a Participating Investor wishes desires to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock, determined as provided in the Restated Certificate.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors Sellers and the selling Key Holder Transferring Shareholder shall be allocated based on the number of shares of Capital Stock Shares sold to the Prospective Transferee by each Participating Investor Seller and the selling Key Holder Transferring Shareholder as provided in Subsection 2.2(b), ; provided that if a Participating Investor Seller wishes to sell Preferred StockShares, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock Shares into Common StockShares.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b); provided, provided that however, if a Participating Investor wishes to sell Series A Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Series A Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the The aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection Section 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection Section 2.2(b), provided provided, that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the The aggregate consideration payable to the Participating Investors Major Stockholders and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor Major Stockholder and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor Major Stockholder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii5.2(d)(ii), the aggregate consideration payable to the Participating Investors each Investor and the selling Key Holder shall be allocated based on the number of shares of Capital Common Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common StockHolder.

Allocation of Consideration. (i) Subject to Subsection Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder stockholder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder stockholder as provided in Subsection Section 2.2(b), provided that if a Participating Investor wishes to sell Series A Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Series A Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided provided, that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii4.2(d)(ii), the aggregate consideration payable to the Participating Investors Stockholders and the selling Key Holder Stockholder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor Stockholder and the selling Key Holder Stockholder as provided in Subsection 2.2(b4.2(b), provided that if a Participating Investor Stockholder wishes to sell Preferred Stockpreferred stock of the Company, if any, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock preferred stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the such series of Preferred Stock into Common Stock.

Allocation of Consideration. (i1) Subject to Subsection 2.2(d)(iiSection 2.2(d)(2), the aggregate consideration payable to the Participating Investors and the selling Key Holder Seller shall be allocated based on the number of shares of Capital Stock capital stock sold to the Prospective Transferee prospective transferee by each Participating Investor and the selling Key Holder Seller as provided in Subsection Section 2.2(b), provided provided, that if a Participating Investor wishes to sell Preferred Shares and the original Tag Sale was for Common Stock, the price set forth in the Proposed Transfer Notice proposed transfer notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock Shares into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Investor or selling Key Holder Holder, as applicable, shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Investor or selling Key Holder Holder, as applicable, as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii6.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock Shares sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b6.2(b), provided that if a Participating Investor wishes to sell Series A-1 Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Series A-1 Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the The aggregate consideration payable to the Participating Investors and the selling Key Holder Selling Shareholder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder Selling Shareholder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Major Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Major Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Major Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the applicable conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stockshares of Capital Stock other than the series of Capital Stock subject to the Proposed Key Holder Transfer, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred such Capital Stock into Common StockShares.

Allocation of Consideration. (i1) Subject to Subsection 2.2(d)(ii3.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder Company shall be allocated based on the number of shares of Capital Clyra Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder Company as provided in Subsection 2.2(b3.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the then-effective conversion ratio of the Preferred Stock into Common Stock, as applicable.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the The aggregate consideration payable to the Participating Major Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Common Stock sold to the Prospective Transferee by each Participating Major Investor and the selling Key Holder as provided in Subsection 2.2(b5.2(d), provided that if a Major Investor or Participating Major Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common StockStock in accordance with the Series A Conversion Price.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii4.8(e)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock capital stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b4.8(c), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b2.2(a), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(iiSection 9.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder Securityholder shall be allocated based on the number Consolidated Amount of shares of Capital Stock the Shares sold to the Prospective Transferee by each Participating Investor and the selling Key Holder Securityholder as provided in Subsection 2.2(bSection 9.2(b), provided that if a Participating Investor wishes to sell Preferred StockSecurities, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock Securities into Common StockSecurities.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder Investor shall be allocated based on the number of shares of Capital Stock Units sold to the Prospective Transferee by each Participating Investor and the selling Key Holder Investor as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred StockUnits, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock Units into Common StockUnits.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating the Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii2.2(b)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder Prospective Transferor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder Prospective Transferor as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred a different class or series of Capital Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(iiSection 5.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder Stockholder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder Stockholder as provided in Subsection 2.2(bSection 5.2(b), provided that if the Transfer Stock identified in a Proposed Transfer Notice is Common Stock and a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.