Co-Sale Pro Rata Portion. A Co-Sale Holder may sell all or any part of that number of Class A Ordinary Shares held by or issuable to it (on an as-converted basis) that is equal to the product obtained by multiplying (x) 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 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) held by such Co-Sale Holder at the time of the date of First Refusal Expiration Notice and the denominator of which is the combined number of Class A Ordinary Shares (on an as-converted basis) held by the Selling Shareholder and Class A Ordinary Shares (including Class A Ordinary Share Equivalents) held by all the Co-Sale Holders exercising the co-sale right hereunder at the time of the date of First Refusal Expiration Notice (the “Co-Sale Pro Rata Portion”). The co-sale right under this Section 5.04 shall not apply with respect to any Shares sold or to be sold to the Non-Selling Shareholders under the right of first refusal under Section 5.03.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Uxin LTD), Investors’ Rights Agreement (Dai Kun), Investors’ Rights Agreement (Joy Capital Opportunity, L.P.)
