CO-SALE OPTION OF STOCKHOLDERS AND INVESTORS Sample Clauses

CO-SALE OPTION OF STOCKHOLDERS AND INVESTORS. In the event that a Stockholder or a group of Stockholders (collectively, the "Selling Stockholders") proposes to Transfer (other than Transfers to the Company, or to an Affiliate of such Stockholder or any Affiliate of the Company or HCOC) an aggregate number of shares of Common Stock or Series A Preferred Stock, as the case may be, equal to or exceeding, on the date of the proposed transfer, (i) 15 % of the outstanding Common Stock or (ii) 15 % of the outstanding Series A Preferred Stock, in each case in a single transaction or in a series of related transactions (a "Tag-Along Sale"), and the rights of such Selling Stockholder, if any, are not exercised under Section 2.1 above, each Stockholder and Investor may, at its option, elect to exercise its rights under this Section 2.2. (a) In the event of a Tag-Along Sale, the Selling Stockholders shall deliver to each Stockholder and Investor a written notice of the terms and conditions of such Tag-Along Sale (a "Tag-Along Notice") and offer each Stockholder and Investor the opportunity to participate in such Tag-Along Sale on the same terms and conditions, subject to the same agreements and for the same per share consideration as the Selling Stockholders. The Tag-Along Notice shall identify the number and type of Shares and the number of shares of Series A Preferred Stock held by such Selling Stockholders that the Selling Stockholders propose to Transfer in the Tag-Along Sale, the per share consideration at which the Tag-Along Sale is proposed to be made, all other material terms and conditions of the Tag-Along Sale (and shall include the form of the proposed agreement, if any) and the date on which the Tag-Along Sale is proposed to be consummated. (b) From the date of the Tag-Along Notice until the date that is ten days thereafter (the "Tag-Along Notice Period"), each Stockholder and Investor shall have the right (a "Tag-Along Right"), exercisable by written notice delivered to the Selling Stockholders, to request that the Selling Stockholders include in the Tag-Along Sale the number of Shares and shares of Series A Preferred Stock held by such Person as is specified in such notice (each Purchaser so requesting, a "Tagging Person"); provided however, that, if the aggregate number of Shares and shares of Series A Preferred Stock proposed to be sold by the Selling Stockholders and all Tagging Persons in the Tag-Along Sale exceeds the number of such shares which can be sold on the terms and conditions set forth...
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Related to CO-SALE OPTION OF STOCKHOLDERS AND INVESTORS

  • No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • No Rights as Stockholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Indemnification of Shareholders If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon from the assets belonging to the Series.

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