Co-Sale. (a) An Investor which does not exercise its pre-emptive rights above, and which notifies the Offering Party in writing on or before the date falling [*****] after the date of the Transfer Notice (“Selling Shareholder”), shall have the right to participate in the sale of the Offered Shares on the same terms and conditions as specified in the Transfer Notice.
(b) A Shareholder exercising its co-sale rights under this Clause does not have pre-emptive rights described in Clause 3.3 (Pre-emptive Rights) with respect the same transaction.
(c) A Selling Shareholder’s notice to the Offering Party shall indicate the number of Shares the Selling Shareholder wishes to sell under its right to participate.
(d) If there are one or more Selling Shareholders, the number of Offered Shares that the Offering Party may sell in the proposed Disposal shall be reduced to the extent of the other Shareholders’ co-sale Shares.
(e) Each Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of the Offered Shares, or less.
(f) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it.
(g) The Offering Party shall deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee in completion of the Disposal of the Offered Shares pursuant to the terms of the Transfer Notice, and the Offering Party shall immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder.
(h) If any proposed transferee of the Offered Shares prohibits the participation of a Selling Shareholder exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder, the Offering Party shall not sell to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholder, at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights under this Clause.
Co-Sale. Subject to compliance with Section 9.2:
(a) If Kadmon I, LLC, Xxxxxx X. Xxxxxx, any entity majority owned by Xxxxxx X. Xxxxxx, or any of their respective Affiliates or Permitted Transferees (for purposes of this Section 9.6, the “Co-Sale Offeree”) receives a bona fide arm’s-length offer to, directly or indirectly, through any transfer of interests in Kadmon I, LLC or otherwise, Transfer any Units to any Person (the “Co-Sale Offeror”), and the Co-Sale Offeree desires to accept such offer, then the Co-Sale Offeree shall, at least twenty (20) business days prior to the proposed closing of such Transfer deliver a notice (the “Co-Sale Notice”) to the Company and each other Member that sets forth:
(i) the number of Units to which the Co-Sale Offer relates (the “Offered Units”);
(ii) the name of the Co-Sale Offeree;
(iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration and such additional information available to the Co-Sale Offeree as may be reasonably necessary for the Company and other Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Co-Sale Offeror; and
(iv) that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 9.6 and has agreed to purchase Units in accordance with the terms hereof.
(b) The offer set forth in the Co-Sale Notice shall remain open and irrevocable for a period of twenty (20) business days from the date of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, the Company shall deliver to each other Member, within seven (7) business days thereafter, a statement of such other Member’s pro rata amount.
(c) The Co-Sale Offeree shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Notice has been duly delivered and (ii) the other Members are permitted to Transfer their respective pro rata amount of the aggregate number of Units to which the Co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly).
(d) On or prior to the expiration of the Co-Sale Period, each other Member may elect to participate in the proposed Transfer by delivering to the Co-Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Units (up to his, her or its pro rata amount) with respect to which such Other Member shall exercise his, her or its ...
Co-Sale. (a) If the Corporation and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then each Investor which has, pursuant to Section 5(a), expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in the transaction (a "Participating Investor") shall be entitled to do so pursuant to this Section. The Chief Financial Officer of the Corporation shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Proposed Transferee in purchasing, in addition to the Remaining Shares not subscribed for by the Investors, the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. If the Proposed Transferee does not wish to purchase all of the Stock so made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled to sell, on the terms and conditions set forth in the Selling Founder's Notice and on the same price per share on a common equivalent basis, a portion of the Stock being sold to the Proposed Transferee, in the same proportion as such Selling Founder or Participating Investor's ownership of Stock on a common equivalent basis bears to the aggregate amount of Stock owned by the Selling Founder and the Participating Investors on a common equivalent basis. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option Period.
(b) If the Participating Investors do not elect to sell the full amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Proposed Transferee, according to the terms set forth in the Selling Founder's Notice, that number of his Shares which equals the difference between the amount of Stock desired to be purchased by the Proposed Transferee and the number of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell, in each case on ...
Co-Sale. (a) Prior to an IPO or Deemed Winding Up, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares of the Company’s capital stock then held by such Seller (the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights of first refusal set forth in Section 4 are not fully exercised, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions (including the number of Co-Sale Stock, the name of the prospective buyer(s), the intended date of the proposed Transfer, the price and form of consideration) (the “Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders shall have been given the opportunity, exercisable within fourteen (14) days from the date of receipt of the Co-Sale Notice to the Co-Sale Rights Holders, to Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Co-Sale Notice, all or any part of its Co-Sale Pro Rata Share (as defined below) of the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (14) days after receipt of the Co-Sale Notice shall be deemed to have waived their rights in full
Co-Sale. The Parties shall have a co-sale right to sell a proportionate part of its Shares to the Proposed Transferee together with such Selling Shareholder in the proposed sale or transfer on the same terms offered by such Proposed Transferee.
Co-Sale. Within fifteen (15) days after delivery of the Transfer Notice, each Rightholder may elect to sell up to such person's pro rata share of the shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to the Selling Founder and tendering to the Secretary of the Company a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of such Rightholder. The Selling Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from the Rightholders to the Secretary of the Company, who shall transmit such payment to the Rightholders. For the purpose of the co-sale right set forth in this Section 7.2, the pro rata share of a Rightholder shall be determined based on the number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by each Rightholder divided by the sum of (A) the total number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by all Rightholders exercising the Co-Sale Right pursuant to this Section 7.2 plus (B) the number of shares of Common Stock held by the Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants held by such Founder). Any Rightholder who exercises any rights under this Section 7.2 with respect to a transaction shall be deemed to have declined to exercise its rights under Section 7.1 with respect to that transaction.
Co-Sale. (a) If a Proposing Transferor is permitted under this Clause 8 to sell all or any of its Shares to a third party purchaser and the provisions of Clause 8.3 have been complied with or waived by the Preferred Shareholders, each of the Preferred Shareholders will have the right to require by notice in accordance with Clause 8.5
(b) the Proposing Transferor to procure that the third party acquire Shares from each of the Preferred Shareholders who delivers such a notice, the number of Shares to be calculated by multiplying the number of Transfer Shares by the Specified Proportion of that Preferred Shareholder, at the same price per Share and on the same terms and conditions as the third party purchaser is to acquire the Proposing Transferor's Shares and, if any of the other Preferred Shareholders gives notice pursuant to this Clause 8.5, the Proposing Transferor will only be permitted to sell its Shares to the third party purchaser if the third party purchaser also acquires the relevant number of the other Preferred Shareholders' Shares at the same price per Share and on the same terms and conditions.
Co-Sale. Except as provided in Section 2.4, if, after the consummation of the transaction set forth in the First Refusal Notice, the transferee (or any "Group") in such transaction will own more than fifty percent (50%) of the outstanding voting stock of the Holding Company or more than fifty percent (50%) of the Units of WRH/QIC, PENAC shall have the right, but not the obligation, to sell its shares on the same terms and conditions as those applicable to WRH/QIC, or the member of WRH/QIC, as specified in the First Refusal Notice, including the same time of sale and the same per-share consideration. If the Transfer of Control Transaction set forth in the First Refusal Notice involves a sale of Units of WRH/QIC (rather than shares of stock of the Holding Company), and if PENAC wishes to exercise its co-sale right, then PENAC shall have the right to exchange with WRH/QIC that number of Shares for that number of Units in WRH/QIC that would allow PENAC to achieve the same economic result as described above in the context of a sale of Shares. As a condition to making such exchange, and as promptly thereafter as practicable, PENAC shall sell its Units on the same terms and conditions as applicable to the member(s) of WRH/QIC that elected to sell their Units, including the same time of sale and same per-Unit consideration, but not subject to any fees, costs, or carrying interests which the members of WRH/QIC may pay under the Operating Agreement; provided, however, that if the sale transaction is not consummated or if PENAC does not sell its Units in such sale transaction, then PENAC's exchange of Shares for Units shall be rescinded ab initio.
Co-Sale. At least ten (10) days prior to a proposed Transfer (defined below) of shares of Common Stock by the Heaths such that as a result of such Transfer the Heaths will own a percentage of the then-outstanding shares of Common Stock less than (i) 26.75%, or (ii) if the percentage of Common Stock owned by Sowexx xx less than 26.75%, less than that
Co-Sale. If IUT should determine to sell or otherwise dispose of all or any part of to sell all or any part of its interest in IUTM (other than sales or other dispositions to its Affiliates), it shall (i) give Oncologix prompt notice of such determination and (ii) at least twenty five (25) business days before entering into a proposed binding agreement for such sale or other disposition, deliver a copy of such binding agreement to Oncologix. Oncologix shall have twenty (20) business days after its receipt thereof to elect, by providing written notice to the IUT, to require the purchaser of the IUT's interest to purchase a percentage of Oncologix's interest (determined as set forth below) in IUTM on the same terms and conditions (including, without limitation, the same purchase price per percentage point of ownership interest in IUTM) set forth in the agreement between the IUT and the purchaser ("Co-Sale Rights"). For purposes of the preceding sentence, in connection with any proposed sale, Oncologix may exercise Co-Sale Rights with respect to the same percentage of its ownership interest as IUT's ownership interest to be sold in the contemplated transfer (e.g., if IUT has a 40% Sharing Ratio and is selling all of its owner interest, 100% of IUT's membership interest, is being sold, then Oncologix is entitled to sell all (100%) of its ownership interest. If the payment for IUT's interest includes consideration other than cash, IUT, Oncologix and the purchaser shall agree upon the cash value of the sale and all consideration paid from the purchaser to the Oncologix for Oncologix's interest shall be in cash. Any disagreement between IUT and Oncologix concerning the cash value of the sale shall be resolved in accordance with the arbitration provisions of this Agreement. In the event Oncologix elects to exercise its Co-Sale Rights pursuant to this Section 3.5, and the purchaser refuses to purchase Oncologix's interest in IUTM as provided above, IUT shall not sell its interest to the purchaser without the written consent of Oncologix, which consent may be withheld in the sole discretion of Oncologix.
