Common use of Restrictions on Sales of Control of the Company Clause in Contracts

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation EventTransaction), unless the holders of Investors holding at least a majority of the Series A shares of Common Stock issuable upon conversion of the then outstanding shares Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority in voting power of the Preferred Stock then outstanding and the holders of a majority of the Series A D Convertible Preferred Stock then outstanding elect otherwise by written notice given to the Company at least ten (10) 10 days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation EventEvent as defined in the Certificate), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) 30 days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all the holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were deemed a Deemed Liquidation Event), unless the holders of at least a majority sixty percent (60%) of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation Charter in effect immediately prior to the Stock Sale (as if such transaction were a Deemed deemed Liquidation Event), unless a Preferred Majority (as defined in the holders of at least a majority of the Series A Preferred Stock Charter) elect otherwise by written notice given to the Company at least ten (10) 5 days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise otherwise, by written notice given to the Company at least ten three (103) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Series A Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Restated Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock Shares are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority seventy-five percent (75%) of the Series A Preferred Stock Shares elect otherwise by written notice given to the Company at least ten fifteen (1015) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder Shareholder shall be a party to any Stock Share Sale unless (a) all holders of Preferred Stock Shareholders are allowed to participate in such transaction transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation Memorandum and Articles as in effect immediately prior to the Stock such Share Sale (as if such transaction transaction(s) were a Deemed Liquidation Event), unless the holders of at least a majority of Requisite Holders elect to allocate the Series A Preferred Stock elect otherwise consideration differently by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. 15 No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority [specify percentage]16 of the [Series A Preferred Stock Stock] elect otherwise by written notice given to the Company at least ten (10) [__] days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Series B Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation organizational documents in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event)Sale, unless the holders of at least a majority sixty percent (60%) of the then outstanding Series A B Preferred Stock elect otherwise by written notice given to the Company at least ten (10) 30 days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder Holder shall be a party to any Stock Sale Change of Control transaction unless all holders Holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale Change of Control (as if such transaction were a Deemed Liquidation Event), unless the holders of at least Holders representing a majority of the Series A Preferred Stock Required Consent elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder Designated Holder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten thirty (1030) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. 15 No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority [specify percentage]16 of the [Series A Preferred Stock Stock] elect otherwise by written notice given to the Company at least ten (10) [__] days prior to the effective date of any such transaction or series of related transactions.]

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Series A Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority 70% of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten twenty (1020) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate certificate of Incorporation incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation EventTransaction), unless the holders of Investors holding at least a majority of the Series A shares of Common Stock issuable upon conversion of the then outstanding shares Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock Stockholders are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation Charter in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority 75% of the Series A outstanding shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock elect otherwise by written notice given to the Company at least ten five (105) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Series A-1 Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority Majority in Interest of the Series A Preferred Stock elect Investors elects otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least Preferred Stock representing a majority of the Series A voting power of the Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Series A Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority 70% of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten five (105) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock preferred stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation Charter, as in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.