Common use of Co-Sale Pro Rata Portion Clause in Contracts

Co-Sale Pro Rata Portion. A Co-Sale Holder may sell all or any part of that number of Ordinary Shares held by it (on an as-converted but otherwise non-diluted basis) that is equal to the product (the “Co-Sale Pro Rata Portion”) obtained by multiplying (i) the number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) owned by such Co-Sale Holder at the time of the transaction by (ii) a fraction, the numerator of which is the aggregate number of Offered Shares and the denominator of which is the aggregate number of Ordinary Shares (calculated on an as-converted but otherwise non-diluted basis) held by all the exercising Co-Sale Holders and the Selling Shareholder at the time of the transaction. For the avoidance of doubt, the co-sale right under this Section 6.4 shall not apply with respect to any Offered Shares Transferred or to be Transferred to the Preferred Holders pursuant to any right of first refusal under Section 6.3.

Appears in 2 contracts

Samples: Shareholders Agreement (Gracell Biotechnologies Inc.), Shareholders Agreement (Gracell Biotechnologies Inc.)

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Co-Sale Pro Rata Portion. A Co-Sale Holder may sell all or any part of that number of Ordinary Shares held by it (on an as-converted but otherwise non-diluted basisa Fully Diluted Basis) that is equal to the product (the “Co-Sale Pro Rata Portion”) obtained by multiplying (ix) the aggregate number of the Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted but otherwise non-diluted basisa Fully Diluted Basis) owned by such Co-Sale Holder at the time of the transaction by (ii) a fraction, the numerator of which is the aggregate number of Offered Shares sale or transfer or exchange and the denominator of which is the aggregate combined number of Ordinary Shares (calculated on an as-converted but otherwise non-diluted basisa Fully Diluted Basis) held at the time owned by all the exercising Co-Sale Holders exercising the co-sale right hereunder and the Selling Shareholder at (the time of the transaction“Co-Sale Pro Rata Portion”). For the avoidance of doubt, the The co-sale right under this Section 6.4 5.3 shall not apply with respect to any Offered Shares Transferred sold or to be Transferred sold to the Preferred Holders pursuant to any Non-Selling Shareholders under the right of first refusal under Section 6.35.2.

Appears in 1 contract

Samples: Shareholders’ Agreement (NaaS Technology Inc.)

Co-Sale Pro Rata Portion. A Co-Sale Holder may sell all or any part of that number of Ordinary Shares held by it (on an as-converted but otherwise non-diluted basis) that is equal to the product (the “Co-Sale Pro Rata Portion”) obtained by multiplying (ix) the aggregate number of the Offered Shares (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) owned by such Co-Sale Holder at on the time date of the transaction by (ii) a fraction, the numerator of which is the aggregate number of Offered Shares Transfer Notice and the denominator of which is the aggregate combined number of Ordinary Shares (calculated on an as-converted but otherwise non-diluted basis) held at the time owned by all the exercising Co-Sale Holders exercising the co-sale right and the Selling Shareholder at on the time date of the transactionTransfer Notice hereunder (the “Co-Sale Pro Rata Portion”). For the avoidance of doubt, the The co-sale right under this Section 6.4 5.3 shall not apply with respect to any Offered Shares Transferred sold or to be Transferred sold to the Preferred Holders pursuant to any Company or the Non-Selling Shareholders under the right of first refusal under Section 6.35.2.

Appears in 1 contract

Samples: Shareholders Agreement (Meili Auto Holdings LTD)

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Co-Sale Pro Rata Portion. A Co-Sale Holder may sell all or any part of that number of Ordinary Shares held by it (on an as-converted but otherwise non-diluted basis) that is equal to the product (the “Co-Sale Pro Rata Portion”) obtained by multiplying (ix) the aggregate number of the Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) owned by such Co-Sale Holder at the time of the transaction by (ii) a fraction, the numerator of which is the aggregate number of Offered Shares sale or transfer or exchange and the denominator of which is the aggregate combined number of Ordinary Shares (calculated on an as-converted but otherwise non-diluted basis) held at the time owned by all the exercising Co-Sale Holders exercising the co-sale right hereunder and the Selling Shareholder at the time of the transactionShareholder(the “Co-Sale Pro Rata Portion”). For the avoidance of doubt, the The co-sale right under this Section 6.4 5.3 shall not apply with respect to any Offered Shares Transferred sold or to be Transferred sold to the Preferred Holders pursuant to any Company or the Non-Selling Shareholders under the right of first refusal under Section 6.3section 5.2.

Appears in 1 contract

Samples: Shareholders Agreement (Jumei International Holding LTD)

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