Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditi...
Right of Co-Sale. (a) to the extent the Holders do not exercise their respective right of first refusal as to all of the Offered Shares pursuant to Section 9.2, each Holder that did not exercise its right of first refusal as to any of the Offered Shares pursuant to Section 9.2 shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within fifteen (15) days after delivery of the Transfer Notice referred to in Section 9.2(a) (such Holder, a “Selling Holder”; all such Holders and the Transferor are referred to collectively as the “Selling Holders”).
Right of Co-Sale. No later than fifteen (15) calendar days after its receipt of the Co-Sale Notice, each Co-Sale Stockholder shall notify the Transferring Stockholder of such Co-Sale Stockholder’s intent to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock of the Corporation held by such Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereof.
Right of Co-Sale. 10.1 To the extent the Investors do not exercise their respective rights of first refusal as to all the Offered Shares proposed to be sold by the Transferor to the transferee identified in the Transfer Notice, the Transferor (other than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give written notice (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale). Each such Investor shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, on the same terms and conditions as specified in the Transfer Notice (but in no event less favorable than the terms and conditions offered to the Transferor) (and for the same consideration on an as converted basis) by notifying the Transferor in writing within ten (10) Business Days following the date of the Co-Sale Notice (each such electing Investor, also a “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Shareholder wishes to sell under its right to participate. To the extent one or more Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Transferor may sell in the Transfer to the prospective transferee identified in the Transfer Notice shall be correspondingly reduced.
Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant to Sections 2.2, 2.3 and 2.4 hereof, the Key Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock determined under Section 2.5(b) that such Investor may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced.
Right of Co-Sale. (a) Subject to Section 6, and notwithstanding anything to the contrary set forth in Section 4(f), no Lightyear Stockholder or any of its Permitted Transferees may transfer any (i) Securities that neither the Company (in the case of the Class A Common Stock, the Warrants or the Convertible Common Notes), CFSL Acquisition (in the case of the Series A Preferred Stock or the Preferred Convertible Notes) nor the Investors have elected to purchase pursuant to Section 4 or (ii) other securities of the Company, CFSL Acquisition or any other Subsidiary of the Company (whether or not such other class of securities is authorized or issued as of the date hereof), in each case, until each Investor has been given the opportunity, exercisable within twenty (20) days from the date of the Investors' Notice, or, if the proposed transfer is not subject to Section 4, twenty (20) days after the date of a notice that the Lightyear Stockholder or its Permitted Transferee shall deliver to each Investor pursuant to this Section 5(a), to sell to the Proposed Transferee, at the same price, and upon the same terms and conditions offered to the Lightyear Stockholder or its Permitted Transferee, up to such Investor's Co-Sale Pro Rata Share of the Class A Common Stock, Convertible Common Notes, Series A Preferred Stock, Convertible Preferred Notes, Warrants or other securities, as the case may be, proposed to be sold. If the Company, CFSL Acquisition, any other Subsidiary of the Company or any Investor exercises its purchase rights under Section 4 or otherwise with respect to a transfer of securities by Lightyear or its Permitted Transferees, each other Investor shall have the right under this Section 5 to sell such Investor's Co-Sale Pro Rata Share of the Class A Common Stock, Convertible Common Notes, Warrants, Series A Preferred Stock, Convertible Preferred Notes or other securities, as the case may be, in connection with such sale, in which case the Company , CFSL Acquisition, such Subsidiary or any Investor, as the case may be, shall purchase such securities together with all of the securities proposed to be sold by the Lightyear Stockholder, at the same price, and subject to the same terms and conditions.
Right of Co-Sale. Subject to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Trans...
Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale.
Right of Co-Sale. (a) If (i) the Transferring Shareholder is an Existing Shareholder, (ii) the Other Shareholders entitled to a purchase option under Section 8.4 do not exercise their rights of first refusal as to all of the Offered Securities, and (iii) the Transferring Shareholder wishes to proceed with the Transfer of the number of Offered Securities net of all purchases pursuant to Section 8.4 (the “Remaining Securities”) to the Proposed Transferee on the terms and conditions set forth in the Transfer Notice, the Transferring Shareholder shall promptly give written notice (the “Co-Sale Notice”) to the Company and each Preferred Shareholder who was eligible but did not exercise its purchase option under Section 8.4, which notice shall state (x) the number of Remaining Securities on an as-converted basis to be Transferred, and (y) that such Preferred Shareholder shall have the right, exercisable within ten (10) days after the Co-Sale Notice, to participate, subject to the provisions of this Section 8.5, in such Transfer of the Remaining Securities on the same terms and conditions as those set forth in the Transfer Notice. Each such Preferred Shareholder electing to participate in the co-sale (a “Co-Sale Participant”) shall notify the Transferring Shareholder and the Company in writing within such ten (10) day period, which notice shall indicate the number of Equity Securities up to the number of Co-Sale Securities that the Co-Sale Participant wishes to sell under its right to participate.
Right of Co-Sale. (a) In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to the extent the Company and the Remaining Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 3.2, then each Holder other than the Selling Ordinary Shareholder (a “Co-Sale Holder” for purposes of this Section 3.3) that notifies the Selling Ordinary Shareholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in Section 3.2(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Co-Sale Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of the Company that the Co-Sale Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Ordinary Shareholder may sell in the Transfer shall be correspondingly reduced.
