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. 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. 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. 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. 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:
Co-Sale Notice. If at any time during the term of this Agreement a Stockholder (a “Selling Stockholder”) proposes to transfer any Voting Securities beneficially owned by such Selling Stockholder (whether beneficially owned by such Selling Stockholder as of the Effective Date or acquired after such date) to any Person that is not an Original Holder (a “Nonparty Buyer”) and, as a result of such transfer the Nonparty Buyer, together with its Affiliates, would acquire, together with all Voting Securities then held by the Nonparty Buyer, beneficial ownership of Voting Securities entitling the Nonparty Buyer, together with its Affiliates, to a majority of the voting power represented by all then outstanding Voting Shares (a “Proposed Transfer”), then such Selling Stockholder shall, not less than 30 days prior to the consummation of such Proposed Transfer, give the Company and each other Stockholder (each such other Stockholder, a “Co-Sale Offeree”) written notice of the Selling Stockholder’s intention to make such Proposed Transfer (the “Co-Sale Notice”). The Co-Sale Notice shall include: (i) the number of each type of Voting Securities proposed to be transferred; (ii) the name and address of the Nonparty Buyer; (iii) the highest price paid by the Nonparty Buyer for each type of any Voting Securities that the Nonparty Buyer acquired during the 18 months preceding the date of the Co-Sale Notice; (iv) the purchase price to be paid by the Nonparty Buyer for each type of Voting Securities that is the subject of the Proposed Transfer; (v) the material terms and conditions upon which the Proposed Transfer is to be made; and (vi) the date on which the Proposed Transfer is scheduled to be consummated (the “Closing Date”). The Selling Stockholder shall deliver to each Co-Sale Offeree with the Co-Sale Notice an irrevocable offer by the Nonparty Buyer to purchase on the Closing Date and contemporaneously with the consummation of the Proposed Transfer any or all Voting Securities then beneficially owned by such Co-Sale Offeree (whether beneficially owned by such Co-Sale Offeree as of the Effective Date or acquired after such date) at the Co-Sale Price (as hereinafter defined). The Co-Sale Price for each type of Voting Securities held by a Co-Sale Offeree shall be the higher of (A) the highest price paid by the Nonparty Buyer for such type of any Voting Securities that the Nonparty Buyer acquired during the 18 months preceding the date of the Co-Sale Notice or (B) the purchase price to be p...
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 Purchasers 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 Purchasers 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.
