Common use of Co-Sale Closing Clause in Contracts

Co-Sale Closing. Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor shall promptly notify each Participating Stockholder of the number of Shares held by such Participating Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) sixty (60) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such sale. Each Participating Stockholder may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Investor for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Investor shall cause the Buyer to remit directly to each Participating Stockholder that portion of the sale proceeds to which the Participating Stockholder is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Investor unless the Buyer simultaneously purchases from the Participating Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.5.

Co-Sale Closing. Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor Seller shall promptly notify each Participating Stockholder participating Eligible Investor of the number of Shares held by such Participating Stockholder Eligible Investor that will be included in the sale and the date on which the Transaction Offer Seller Transfer will be consummated, which shall be no later than the date that is the later of (i) sixty (60) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such salerequirements, if any. Each Participating Stockholder participating Eligible Investor may effect its participation in any Transaction Offer Seller Transfer hereunder by delivering to the Buyer, or to the Transferring Investor Seller for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction OfferSeller Transfer, the Transferring Investor Seller and the participating Investors shall cause the Buyer to remit directly to each Participating Stockholder participating Eligible Investor that portion of the sale proceeds to which the Participating Stockholder participating Eligible Investor is entitled by reason of its participation in the Transaction OfferSeller Transfer. No Shares may be purchased by the Buyer from the Transferring Investor Seller unless the Buyer simultaneously purchases from the Participating Stockholders participating Eligible Investors all of the Shares that they have elected to to, and are entitled to, sell pursuant to this Section 3.53.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor Stockholder shall promptly notify each Participating Stockholder participating Investor of the number of Shares held by such Participating Stockholder Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) sixty (60) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such sale. Each Participating Stockholder participating Investor may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Investor Stockholder for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it such Investor elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Investor Stockholder shall cause the Buyer to remit directly to each Participating Stockholder participating Investor that portion of the sale proceeds to which the Participating Stockholder participating Investor is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Investor Stockholder unless the Buyer simultaneously purchases from the Participating Stockholders participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.53.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor Shareholder shall promptly notify each Participating Stockholder participating Eligible Shareholder of the number of Shares held by such Participating Stockholder Eligible Shareholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) sixty ninety (6090) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such salerequirements. Each Participating Stockholder participating Eligible Shareholder may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Investor Shareholder for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Investor Shareholder shall cause the Buyer to remit directly to each Participating Stockholder participating Eligible Shareholder that portion of the sale proceeds to which the Participating Stockholder participating Eligible Shareholder is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Investor Shareholder unless the Buyer simultaneously purchases from the Participating Stockholders participating Eligible Shareholders all of the Shares that they have elected to sell pursuant to this Section 3.53.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor shall promptly notify each Participating Stockholder of the number of Shares held by such Participating Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) sixty (60) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such salerequirements, if any. Each Participating Stockholder may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Investor for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Investor and the Participating Stockholders shall cause the Buyer to remit directly to each Participating Stockholder that portion of the sale proceeds to which the Participating Stockholder is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Investor unless the Buyer simultaneously purchases from the Participating Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.5.