Co-Sale Notice. As soon as practicable following the expiration of the Investor Option Period, and in no event later than five (5) days thereafter, the Transferor shall provide notice to each of the Stockholders (the “Co-Sale Notice”) of its right to participate in the Transaction Offer on a pro rata basis with the Transferor (the “Co-Sale Option”). To the extent one or more Stockholders exercise their Co-Sale Option in accordance with this Section 3.4, the number of Shares that the Transferor may Transfer in the Transaction Offer shall be correspondingly reduced.
Co-Sale Notice. In the event that less than all of the shares of Stock proposed to be transferred by a Transferring Shareholder are acquired by the Company and/or Investors (or assignees) pursuant to the Company Option and Investor Option set forth in Section 4 above (collectively, the "Options"), the Company shall deliver, promptly upon expiration of the Options, a notice in writing to each Investor (the "Co-Sale Notice") reiterating the names of the prospective Transferee or Transferees, the number of shares of Stock proposed to be transferred and not acquired pursuant to the Options, and the price per share at which such shares are proposed to be transferred.
Co-Sale Notice. The First Refusal Notice delivered pursuant to Section 7.1 above, shall be deemed notice for purposes of the co-sale rights contained in this Section 8.
Co-Sale Notice. The Co-Sale Rights may be exercised by any Other Shareholder by delivery of a written notice to the Transferor giving a Sale Notice (the "Co-Sale Notice") within 10 Business Days following their receipt of the Sale Notice. The Co-Sale Notice shall constitute an agreement, binding on the Other Shareholder delivering it, to sell up to the number of Capital Shares and principal amount of Subordinated Notes specified in the Co-Sale Notice to the Proposed Purchaser in the event the proposed sale to the Proposed Purchaser can, as modified by the inclusion of such Other Shareholder(s), still be consummated as originally proposed, and is so consummated. In such event, the number of Capital Shares and principal amount of Subordinated Notes to be sold by each Other Shareholder giving a Co-Sale Notice shall be determined as follows:
(a) each such Other Shareholder shall be entitled to sell at least the lesser of the number of Capital Shares and principal amount of Subordinated Notes specified in such Other Shareholder's Co-Sale Notice or such Shareholder's Pro Rata Share. Such amount is referred to as such Other Shareholder's "Basic Sale Amount" and, in the case of any Other Shareholder who requested the sale of a number of Capital Shares and principal amount of Subordinated Notes in excess of such Other Shareholders Pro Rata Share, the amount of such excess is referred to as such Other Shareholder's "Excess Sale Request." If not all Other Shareholders requested the sale of at least their Pro Rata Share, the excess of the total of the Pro Rata Shares of all Other Shareholders over the total of the Basic Sale Amount of the Other Shareholders who gave Co-Sale Notices is referred to as the "Undersubscribed Amount."
(b) If there is an Undersubscribed Amount, it shall be allocated between the Other Shareholders who gave Co-Sale Notices, as a class, and the Transferor pro rata as follows:
(i) an amount equal to the Undersubscribed Amount multiplied by a fraction, the numerator of which is the total of the Basic Sales Amounts of such Other Shareholders and the denominator of which is the total amount of Capital Shares and Subordinated Notes to be purchased by the Proposed Purchaser, shall be allocated to such Other Shareholders, as a class (such amount is referred to as the "Excess Allocable Amount") in accordance with Section 13.3(c); and
(ii) the remainder of the Undersubscribed Amount shall be allocated to the Transferor.
(c) If there is an Excess Allocable Amount, each ...
Co-Sale Notice. As soon as practicable, and in no event later than ten (10) days prior to the anticipated sale date of his shares, the Company Executive shall provide notice to each SE Investor (the “Co-Sale Notice”) of his or its right to participate in the CEO Sale on a pro rata basis with the Company Executive (the “Co-Sale Option”).
Co-Sale Notice. Within 40 days after the delivery of the Transfer Notice, each Offeree that elects to exercise its Co-Sale Right shall deliver a written notice of such election to the Transferring Shareholder, specifying the number of Shares with respect to which it has elected to exercise its Co-Sale Right. Such notice shall be irrevocable and shall constitute a binding agreement by such Offeree to Transfer such Shares on the terms and conditions set forth in the Transfer Notice. In order to be entitled to exercise its Co-Sale Right, each electing Offeree must make substantially the same representations, warranties and indemnities as the Transferring Shareholder makes in connection with its Transfer of Shares; provided, however, that no Offeree exercising its Co-Sale Right shall be obligated to pay any amount with respect to any liabilities arising from the representations, and warranties severally made by the Shareholders in excess of such Offeree’s share of the total consideration paid by the Transferee.
Co-Sale Notice. In the event that one or more Stockholders holding a majority of the aggregate number of issued and outstanding shares of Common Stock (any such Stockholder, a “Selling Stockholder” and collectively, the “Selling Stockholders”) proposes to Transfer (in a single transaction or a series of related transactions) shares of Common Stock representing more than a majority of the aggregate number of shares of Common Stock issued and outstanding immediately prior to such Transfer (“Selling Stockholder Shares”) to any Person other than an Affiliate or Approved Fund of such Selling Stockholder, such Selling Stockholder(s) shall promptly notify the Company and each other Stockholder (collectively, the “Co-Sale Stockholders”) of such proposed Transfer in writing (the “Co-Sale Notice”) at least twenty (20) days prior to the closing of such proposed Transfer. The Co-Sale Notice shall describe in reasonable detail the proposed Transfer, including the number of Selling Stockholder Shares proposed to be Transferred, the nature of such Transfer, the consideration to be paid and the name and address of each prospective transferee.
Co-Sale Notice. The Offeror will notify each Remaining Shareholder in writing (the “Co-Sale Notice”) that each Remaining Shareholder has the Co-Sale Right provided under this Section 6.4 specifying:
6.4.1.1 the name and address of the third party;
6.4.1.2 the terms and conditions of the proposed transfer including the purchase price in cash for the Shares to be purchased by the third party, and any other information that would reasonably be relevant to the Remaining Shareholders;
6.4.1.3 the closing date for the proposed transfer, which date must be at least 25 Business Days and no more than 90 Business Days after the delivery of the Co- Sale Notice; and
6.4.1.4 that each Remaining Shareholder has the Co-Sale Right provided under this Section 6.4 in respect of the proposed transfer.
Co-Sale Notice. If a Founder proposes to sell or transfer (other than transfers that are exempt under Section 6.5 below) any Co-Sale Shares in one or more related transactions which will result in (i) the transfer of 100,000 or more shares of Co-Sale Shares by such Founder or (ii) the transferee of such shares holding securities representing more than 50% of the voting power of the Company, the Founder shall promptly give written notice (the "CO-SALE NOTICE") to the Company, each of the Investors, and to each of the other Founders ("NON-TRANSFERRING FOUNDERS") at least 30 days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the terms of the proposed sale or transfer including, without limitation, the number of Co-Sale Shares to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee (the "ACQUIROR"). In the event that the sale or transfer is being made pursuant to the provisions of Section 6.5 hereof, the Co-Sale Notice shall state under which subsection thereof the sale or transfer is being made.
Co-Sale Notice. The Transferring Founder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and each of the Preferred Holders of such Transferring Founder's desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 (the "Co-Sale Notice"). To the extent one or more Preferred Holders exercise their co-sale option (the "Co-Sale Option") in accordance with this Section 3.3, the number of Common Stock that the Transferring Founder may Transfer in the Transaction Offer shall be correspondingly reduced.
