Common use of The Right Clause in Contracts

The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered

The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered

The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered.

The Right. If at any time the Common Holder proposes to sell or otherwise transfer any Founder Common Shares to parties in a transaction (the "Transaction") and to the extent that the Company and the Holders waive any rights of first refusal they may have with respect to such shares then any Holder (a "Selling Founder"Holder" for purposes of this Section 3.2) proposes to sell shares of which notifies such Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder Holder in writing within 10 30 days after receipt of the notification of from such proposed sale from the Selling FounderCommon Holder referred to in subsection 3.2(c), such Investor or Investors (the "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of the Common Stock Shares which the Selling Founder Common Holder proposes to sell to such third party; whereupon party in the Selling Founder Transaction (which are not purchased by the Company, the Holders or their respective assigns). In such instance, the Common Holder shall assign so much of his interest in the proposed agreement of sale as is proportionate the Selling Holder shall be entitled to each Co-Seller's pro rata portion in and shall request hereunder, and the sale of Common Stock (or Selling Holder shall assume such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder Common Holder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Selling Holder. For the purposes of this Section 1.1 3.2, the "pro rata portion" which each Co-Seller the Selling Holder shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Shares equal to a fraction of the total amount of Common Stock Shares proposed to be sold, the sold to such third party. The numerator of which is such fraction shall be the aggregate number of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held owned by such Co-Seller a Selling Holder and the denominator is shall be the aggregate total number of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held owned by all Co-Sellers who have elected participating Selling Holders and the Common Holder proposing to exercise their co-sale rightssell shares in the Transaction. Each of the Investors Selling Holder shall notify the Selling Founder Common Holder whether it elects to sell an amount equal to or less than its pro rata portion share of the Common Stock Shares so offered. Each Selling Holder shall be entitled to apportion Common Shares to be sold among its partners and affiliates (as defined in subsection 2.8 above), provided that such Selling Holder notifies the Common Holder of such allocation, and provided that such allocation does not threaten the Company's reliance on any exemption from the registration provisions of the Securities Act or the applicable qualifications provisions.

The Right. If at any time any Founder of the Holders other than Intel Corporation (a "Selling FounderHolder") proposes to sell shares any of Common Stock pursuant the Shares held by such Selling Holder (the "Offered Securities") to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is Company in a private transactiontransaction (the "Transaction") not registered under the Securities Act in reliance upon a claimed exemption thereunder, then the Selling Founder shall provide notice any other Stockholder (a "Purchasing Holder" for purposes of such proposed sale to the Investors, such notice containing (ithis subsection 2.2) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder Holder in writing within 10 thirty (30) days after receipt of the notification of such proposed sale from the Selling FounderTransfer Notice referred to in Section 2.2(b), such Investor or Investors (the "Co-Seller") shall have the right opportunity to sell up to its purchase a pro rata portion of Common Stock which Offered Securities that the Selling Founder Holder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest party in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity SecuritiesTransaction. For the purposes of this Section 1.1 2, the "pro rata portion" which each Co-Seller that the Purchasing Holder shall be entitled to sell purchase shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Shares equal to a fraction of the total amount of Common Stock Offered Securities proposed to be sold, the . The numerator of which is such fraction shall be the aggregate number of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held Shares owned by such Co-Seller a Purchasing Holder and the denominator is shall be the aggregate total number of Shares owned by all Common Stock then held by Purchasing Holders and the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rightsHolder. Each Purchasing Holder shall be entitled to apportion Shares to be purchased among its partners and affiliates, provided that such Purchasing Holder notifies the Selling Holder of such allocation, and provided that such allocation does not threaten the Company's reliance on any exemption from the registration provisions of the Investors shall notify Securities Act or the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion qualification provisions of the Common Stock so offeredapplicable state securities laws.

The Right. If at any time any Founder of the Employee Holders or the Investors (a the "Selling FounderShareholder") proposes to sell shares or transfer any Equity Securities other than as set forth in Sections 2.1 and 2.2 of Common Stock this Agreement in a transaction (the "Transaction") not registered under the Securities Act and the Investors do not exercise their Right of First Refusal as to the full amount of the Offered Shares pursuant to Section 4.1, then any Investor who does not exercise its Right of First Refusal (a bona fide offer from a party or parties other than other Founders or any "Selling Investor" for purposes of this Section 4.2) and which notifies the Selling Shareholder in writing within thirty (30) days after receipt of the Investors and such sale is a private transactionTransfer Notice referred to in Section 4.1(a), then shall have the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled opportunity to sell their a pro rata portion of Equity Securities which the Selling Shareholder proposes to sell to such third party in the Transaction at the same price per share and on the same terms and conditions as are applicable to the proposed sale or transfer by the Selling Founder. If Shareholder; provided that no Investor shall be required in connection with any such Transaction to make any representation, warranty or covenant other than those relating to such Investor's power and authority to effect such transfer without contravention of any of its organizational documents or any agreement, document, instrument, judgment, decree, order, law, statute, rule or regulation applicable to it or to any of its properties, and as to such Investor's title to the Investors notifies securities to be transferred by it being free and clear of all liens and encumbrances (other than those created hereby or those of general applicability under applicable securities laws); provided, further, that notwithstanding the foregoing, each Investor shall be obligated to indemnify the third party purchaser upon the same terms and conditions as are applicable to the indemnification given by the Selling Founder Shareholder in writing within 10 days after receipt connection with such transfer so long as (x) all indemnification obligations are several, and not joint and several, among all transferors in proportion to the consideration paid to each transferor and (y) the maximum indemnification obligation of any Investor shall not exceed the notification net cash proceeds actually received by it as a result of such proposed sale from transfer. In such instance, the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder Shareholder shall assign so much of his interest in the proposed agreement of sale as is proportionate the Selling Investor shall be entitled to each Co-Seller's pro rata portion in and shall request hereunder, and the sale of Common Stock (or Selling Investor shall assume such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder Shareholder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Selling Investor. For the purposes of this Section 1.1 4.2, the "pro rata portion" which each Co-Seller the Selling Investor shall be entitled to sell shall be an amount the number of Equity Securities shares proposed to be sold in the Transaction multiplied by the quotient equal to (assuming 1) the issuance number of all shares of Common Stock, Stock issued to the Selling Investor and/or issuable upon conversion or exercise of the WarrantsSelling Investor's Preferred Stock and/or Warrants divided by (2) equal to a fraction of the total amount number of shares of Common Stock proposed issued to be sold, the numerator of which is the aggregate all Investors and/or issuable upon conversion and exercise of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller Investors' Preferred Stock and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rightsWarrants. Each of the Investors Selling Investor shall notify the Selling Founder Shareholder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock Equity Securities so offered. Each Selling Investor shall be entitled to apportion Equity Securities to be sold among its partners and affiliates, provided that (i) such Selling Investor notifies the Selling Shareholder of such allocation and (ii) such allocation does not require such Transaction to be registered or qualified under the Securities Act or any applicable state securities laws. The Selling Shareholder shall not consummate the Transaction unless each Selling Investor who shall have timely elected to sell its pro rata portion (or any lesser amount) in such Transaction shall be permitted by the purchasing party to effect such sale.