Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion of the Offered Shares in a Proposed Transaction, and the Rights of First Refusal under Section 2.2 above are not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder may Transfer such shares only pursuant to and in accordance with the following provisions of this Section 2.3:
Co-Sale Option. Notwithstanding anything to the contrary in this Agreement, in the event that the Company desires to sell any of its Common Stock for cash at any time during the Class B Period in a transaction that is not registered under the Securities Act in which the Company sells more than 20% of its outstanding Common Stock (calculated after giving effect to such transaction) to a single purchaser (or a single purchaser and its Affiliates considered together) (a “Co-Sale Transaction”), the Company shall provide written notice to each Restricted Party that then owns any Applicable Shares (the “Co-Sale Notice”) of its right to participate in the Co-Sale Transaction as a seller of Applicable Shares on a pro rata basis with the Company (the “Co-Sale Option”) and of the terms and conditions of the Co-Sale Transaction.
Co-Sale Option. In the event that any Restricted Stockholder or its Permitted Transferees, or any Investor or its transferees (a “Co-Sale Transferor”) proposes to Transfer any of the shares of Common Stock held by such Person to a Person other than the Company, the Investors, an Affiliate of the Investors, or a Permitted Transferee (a “Co-Sale Transferee”), and the Rights of First Refusal under Section 2.2 above (to the extent applicable) are not exercised with respect to all of the Offered Shares proposed to be Transferred (a “Co-Sale Transaction”), such Co-Sale Transferor may Transfer such shares of Common Stock, as applicable (the “Co-Sale Shares”), only pursuant to and in accordance with the following provisions of this Section 2.3.
Co-Sale Option. In the event that the right of first refusal is not exercised with respect to all or part of the Shares proposed to be sold by any Offeree pursuant to Section 12.04, such Offeree may Transfer such Shares only pursuant to and in accordance with the following provisions of this Section 12.05.
Co-Sale Option. In the event that any Selling Stockholder wishes to sell all or a portion of its shares of capital stock of the Company pursuant to Section 4.3 hereof, and the Rights of First Refusal are not exercised with respect to all of the Offered Securities proposed to be sold, such Selling Stockholder may Transfer such available Offered Securities only pursuant to and in accordance with the following provisions of this Section 4.4.
Co-Sale Option. Section 4.4(a) of the Stockholders Agreement hereby is amended by deleting the second parenthetical clause and inserting in lieu thereof “(provided they convert the shares of Preferred Stock to be sold as Class C Common Stock prior to the sale of the Offered Common Stock).”
Co-Sale Option. In the event that any Transferring Founder proposes to Transfer all or any portion of such Transferring Founder's Shares to a Buyer, and the Rights of First Offer under Section 2.2 above are not exercised with respect to all or any of the Offered Shares proposed to be sold, such Transferring Founder may Transfer any Remaining Shares (a "Proposed Transaction") only pursuant to and in accordance with the following provisions of this Section 2.3:
Co-Sale Option. In the event that the LLC and the Offeree Members do not exercise their rights under Section 9.2 with respect to all of the Offered Shares in connection with any Transaction Offer, the Transferring Member may Transfer such Offered Shares only pursuant to and in accordance with the following provisions of this Section 9.3:
Co-Sale Option. In the event that any Selling Stockholder wishes to sell all or a portion of its shares of capital stock of the Company other than to a Permitted Transferee, and the rights of first refusal, if any, granted pursuant to Section 4.3 are not exercised with respect to all of the Offered Securities proposed to be sold, such Selling Stockholder may Transfer such available Offered Securities only pursuant to and in accordance with the following provisions of this Section 4.4. Prior to a Class A Voting Termination Event, the provisions of this Section 4.4 shall not apply to a sale of Class A Common Stock.
Co-Sale Option. Each Investor Shareholder entitled to co-sale rights hereunder will have the right, exercisable upon written notice to the Selling Shareholder and the Company, within thirty (30) days after receipt of the First Refusal Expiration Notice (the “Co-Sale Period”), to elect to participate in such sale of the Offered Shares on the same terms and conditions as specified in the Transfer Notice. To the extent that an Investor Shareholder exercises such right of participation in accordance with the terms and conditions set forth hereinafter, the number of Ordinary Share Equivalents that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. Each Investor Shareholder may sell all or any part of its pro rata share of Offered Shares (the “Co-Sale Shares”) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares (on an as converted basis) covered by the First Refusal Expiration Notice by a fraction, the numerator of which is the number of Ordinary Shares (calculated on a as-converted basis) held by such participating Investor Shareholder at the time of the transaction and the denominator of which is the aggregate number of Ordinary Shares (calculated on a as-converted basis) owned by the Selling Shareholder and all Investor Shareholders entitled to co-sale rights hereunder at the time of the transaction. To the extent that any Investor Shareholder does not participate in the sale to the full extent of its pro rata portion of the Offered Shares, the Selling Shareholder and the participating Investor Shareholders shall, within ten (10) days after the end of the Co-Sale Period, make such adjustments to the pro rata portion of each participating Investor Shareholder so that any remaining Offered Shares may be allocated to other participating Investor Shareholders on a pro rata basis.
