Application of Co-Sale Right. Within seven (7) Business Days after expiration of the Extension Period (or if no Extension Period, the Investor ROFR Period), the Selling Shareholder shall give each Non-Selling Shareholder a written notice (the “First Refusal Expiration Notice”) specifying either (i) that all of the Offered Shares have been purchased by the Non-Selling Shareholders exercising rights of first refusal, or (ii) that the Non-Selling Shareholders have not purchased for all of the Offered Shares. If the Non-Selling Shareholders have not purchased for all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right set forth in Section 5.04 below.
Application of Co-Sale Right. In the event that the Preferred Shareholders have not elected to purchase any or all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Preferred Shareholders as set forth in Section 3(d) below.
Application of Co-Sale Right. If the Rights Holders or the Company have not elected to purchase or repurchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right set forth in Section 4.4 below.
Application of Co-Sale Right. Regardless of any other provision of this Agreement, if any Eligible Holders declines in writing or fails to exercise its right of first refusal and if there are any Remaining Transfer Share following the procedures provided in Section 6.2(b) and/or Section 6.2(c), then the Transferor shall give each Eligible Holder a written notice (the “First Refusal Expiration Notice”) specifying that the Eligible Holders have not exercised their right of first refusal in full and that the Remaining Transfer Share not purchased by the Company and any Eligible Holders pursuant to Section 6.2(b) and/or Section 6.2(c) (the “Unsold Transfer Share”) shall be subject to the co-sale right of the Co-Sale Holder (as defined in Section 6.3 below) described in Section 6.3 below, in which case the First Refusal Expiration Notice shall specify (i) the number of the Unsold Transfer Share, (ii) the Co-Sale Pro Rata Portion (as defined in Section 6.3 below) of the Unsold Transfer Share for the purpose of such co-sale right and (iii) the name of the Co-Sale Eligible Holder(s) (as defined in Section 6.3 below). For avoidance of any doubt, the co-sale right under Section 6.3 shall not apply to any Eligible Holders that has successfully purchased any Transfer Share as a result of its exercise of the right of first refusal pursuant to Section 6.2(b).
Application of Co-Sale Right. If the Preferred Holders have not elected to purchase in aggregate all of the Offered Shares in accordance with this Section 6.3, then the sale of the outstanding Offered Shares will become subject to the co-sale rights set forth in Section 6.4 below. Within ten (10) days after expiration of the Preferred Holders’ Refusal Period or, if a Supplemental Transfer Notice was delivered by the Selling Shareholder pursuant to Section 6.3(a)(iii), the expiration of the Second Refusal Period, the Selling Shareholder shall give the Company and each Preferred Holder a written notice (the “First Refusal Expiration Notice”) specifying either that (i) all of the Offered Shares were purchased by the Preferred Holders by their exercise of their rights of first refusal pursuant to this Section 6.3 or (ii) the Preferred Holders have not purchased all of the Offered Shares, such outstanding Offered Shares shall be subject to the co-sale right of each Co-Sale Holder (as defined in Section 6.4 below) described in Section 6.4 below and the Co-Sale Pro Rata Portion (as defined in Section 6.4 below) of the outstanding Offered Shares for the purpose of the co-sale rights provided in Section 6.4 below.
Application of Co-Sale Right. Regardless of any other provision of this Agreement, if any Non-Selling Shareholder declines in writing or fails to exercise its right of first refusal pursuant to Section 5.2(b) with respect to the Offered Shares, the Selling Shareholder shall be under no obligation to transfer such Offered Shares to the other Non-Selling Shareholders pursuant to Section 5.2(b) and instead shall (A) be free to sell such Offered Shares pursuant to the Additional Transfer Notice, subject to Section 5.3 hereunder, and (B) shall give each Non-Selling Shareholder a written notice (the “First Refusal Expiration Notice”) specifying that such Non-Selling Shareholder has not subscribed for such Offered Shares and that such Offered Shares shall be subject to the co-sale right of the Co-Sale Holder (as defined in Section 5.3 below) described in Section 5.3 below, in which case the First Refusal Expiration Notice shall specify the Co-Sale Pro Rata Portion (as defined in Section 5.3 below) of the Offered Shares for the purpose of such co-sale right.
Application of Co-Sale Right. If the Series B Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right set forth in Section 4.4 below.
Application of Co-Sale Right. Within ten (10) days after expiration of the First Refusal Period or the Extension Period, as applicable, the Selling Shareholder shall give each Non-Selling Shareholder a written notice (the “First Refusal Expiration Notice”) specifying either (i) that all of the Offered Shares have been subscribed by the Non-Selling Shareholders exercising rights of first refusal, or (ii) that the Non-Selling Shareholders have not subscribed for all of the Offered Shares and that such Offered Shares that have not been subscribed by the Non-Selling Shareholders shall be subject to the co-sale right of the Co-Sale Holder (as defined in Section 5.3 below) described in Section 5.3 below, in which case the First Refusal Expiration Notice shall specify the Co-Sale Pro Rata Portion (as defined in Section 5.3 below) of the Offered Shares for the purpose of such co-sale right.
