Common use of CO-SALE PROCEDURE Clause in Contracts

CO-SALE PROCEDURE. If any of the Shareholders desire to sell, assign or otherwise transfer any Stock owned by such Shareholder (except for a sale, assignment or transfer to a family member of such Shareholder, provided (i) that the shares of Stock so transferred shall thereafter remain subject to this SECTION 10 as though the transferee were a Shareholder and (ii) the transferee agrees in writing to be bound by this SECTION 10), then such Shareholder (collectively with any other selling Shareholder, the "SELLING SHAREHOLDER") shall first give written notice (the "CO-SALE NOTICE") to the Purchaser specifying the following: (i) the name and address of the proposed purchaser (the "OFFEROR"); (ii) the number of shares of Stock offered for sale to the Offeror by the Selling Shareholder (the "OFFERED SHARES"); the price or amount per share of Stock to be paid (and other consideration, if any) or delivered to the Selling Shareholder for the Offered Shares; and (iv) all other material terms and conditions of the proposed sale. Within five business days after receipt of the Co-Sale Notice, the Purchaser may elect by written notice to the Selling Shareholder to sell to the Offeror a number of shares of Stock not to exceed the product of (i) a fraction where the numerator is the Offered Shares and the denominator is the total number of shares of Stock (including the Offered Shares) then held by the Shareholders, multiplied by (ii) the number of shares of Stock then owned by the Purchaser; PROVIDED, HOWEVER, that the Purchaser shall have the right, which right may be exercised by the Purchaser one time only, to sell to the Offeror a number of shares of Stock equal to double the number of shares allowed to be sold (before application of this proviso) by the Purchaser pursuant to this SECTION 10.1.

CO-SALE PROCEDURE. If Subject to SECTION 8.2, if, at any time on or after the date hereof, any of Xx. Xxxxx X. Abbott, Xx. Xxxxxxxx Xxxxxx or Xx. Xxxxxx X. Soren (each of Messrs. Xxxxxx and Soren and Xx. Xxxxxx is a "SHAREHOLDER" and collectively, they are the Shareholders "SHAREHOLDERS") desire to sell, assign or otherwise transfer any shares of Stock owned by such Shareholder (except for a sale, assignment or transfer to a family member of such Shareholder, provided (i) that the shares of Stock so transferred shall thereafter remain subject to this SECTION 10 8 as though the transferee were a Shareholder and (ii) the transferee agrees in writing to be bound by this SECTION 10)8), then such Shareholder (collectively with any other selling Shareholder, the "SELLING SHAREHOLDER") shall first give written notice (the "CO-SALE NOTICE") to the Purchaser TVG specifying the following: (i) the name and address of the proposed purchaser (the "OFFEROR"); (ii) the number of shares of Stock offered for sale to the Offeror by the Selling Shareholder (the "OFFERED SHARES"); the price or amount per share of Stock to be paid (and other consideration, if any) or delivered to the Selling Shareholder for the Offered Shares; and (iv) all other material terms and conditions of the proposed sale. Within five business days after receipt of the Co-Sale Notice, the Purchaser TVG may elect by written notice to the Selling Shareholder to sell to the Offeror a number of shares of Stock not to exceed the product of (i) a fraction where the numerator is the Offered Shares and the denominator is the total number of shares of Stock (including the Offered Shares) then held by the Shareholders, multiplied by (ii) the number of shares of Stock then owned by the PurchaserTVG; PROVIDEDprovided, HOWEVERhowever, that the Purchaser TVG shall have the right, which right may be exercised by the Purchaser TVG one time only, to sell to the Offeror a number of shares of Stock (to the extent such shares of Stock are actually owned by TVG) equal to double the number of shares allowed to be sold (before application of this proviso) by the Purchaser TVG pursuant to this SECTION 10.18.1.

CO-SALE PROCEDURE. If any of the Shareholders desire to sell, assign or otherwise transfer any Stock owned by such Shareholder (except for a sale, assignment or transfer to a family member of such Shareholder, provided (i) that the shares of Stock so transferred shall thereafter remain subject to this SECTION 10 as though the transferee were a Shareholder and (ii) the transferee agrees in writing to be bound by this SECTION 10), then such Shareholder (collectively with any other selling Shareholder, the "SELLING SHAREHOLDER") shall first give written notice (the THE "CO-SALE NOTICE") to the Purchaser specifying the following: (i) the name and address of the proposed purchaser (the "OFFEROR"); (ii) the number of shares of Stock offered for sale to the Offeror by the Selling Shareholder (the "OFFERED SHARESOffered Shares"); the price or amount per share of Stock to be paid (and other consideration, if any) or delivered to the Selling Shareholder for the Offered Shares; and (iv) all other material terms and conditions of the proposed sale. Within five business days after receipt of the Co-Sale Notice, the Purchaser may elect by written notice to the Selling Shareholder to sell to the Offeror a number of shares of Stock not to exceed the product of (i) a fraction where the numerator is the Offered Shares and the denominator is the total number of shares of Stock (including the Offered Shares) then held by the Shareholders, multiplied by (ii) the number of shares of Stock then owned by the Purchaser; PROVIDED, HOWEVER, that the Purchaser shall have the right, which right may be exercised by the Purchaser one time only, to sell to the Offeror a number of shares of Stock equal to double the number of shares allowed to be sold (before application of this proviso) by the Purchaser pursuant to this SECTION 10.1.

CO-SALE PROCEDURE. If (a) In the event the Balberts and/or any permitted transferee under Section 5.1(b) proposes to sell any shares of the Shareholders desire to sellCompany's capital stock, assign or otherwise the Balberts may transfer any Stock owned by such Shareholder (except for a sale, assignment or transfer to a family member of such Shareholder, provided (i) that the shares of Stock so transferred shall thereafter remain subject to thereto only following compliance with this SECTION 10 as though the transferee were a Shareholder and (ii) the transferee agrees in writing to be bound by this SECTION 10), then Section 5.2. In such Shareholder (collectively with any other selling Shareholderevent, the "SELLING SHAREHOLDER") Balberts shall first give prompt written notice (the "CO-SALE NOTICE") to the Purchaser specifying the following: (i) the name and address of the proposed purchaser (sale to the "OFFEROR"); (ii) Investors, which shall identify the proposed transferee, the number of shares proposed to be sold and the terms of Stock offered for sale to the Offeror by the Selling Shareholder proposed transaction (the "OFFERED SHARESCo-Sale Notice"); . Each of the price or amount per share of Stock to be paid (and other considerationInvestors thereupon shall have the right, if any) or delivered exercisable upon written notice to the Selling Shareholder for Balberts and any such permitted transferee within 20 days after delivery to it of the Offered Shares; and Co-Sale Notice (iv) all other material the "Co-Sale Notice Period"), to participate in the sale on the terms and conditions stated in the Co-Sale Notice, except that any Investor who holds Convertible Shares shall be permitted to sell to the relevant purchaser shares of Common Stock acquired upon conversion thereof or, at its election, either (i) an option to acquire such Common Stock when it receives the same upon such conversion at the election of such Investor or as otherwise provided in the Company's Articles of Incorporation with the same effect as if Common Stock were being conveyed, or (ii) shares of Convertible Stock provided the acquiror pays the full liquidation preference of the shares being sold plus the relevant price per share for the underlying Common Stock. Each of the Investors shall have the right to sell all or any portion of its shares on the terms and conditions in the Co-Sale Notice (subject to the foregoing), with the maximum number of shares equal to the product obtained by multiplying the number of shares proposed sale. Within five business days after receipt to be sold by the Balberts and any permitted transferees as described in the Co-Sale Notice by a fraction, the numerator of which is the number of Convertible Shares or shares of Common Stock, as applicable, owned by such Investor on the date of the Co-Sale Notice, as the Purchaser case may elect by written notice to the Selling Shareholder to sell to the Offeror a number of shares of Stock not to exceed the product of (i) a fraction where the numerator is the Offered Shares be, and the denominator of which is the total number sum of shares of Stock (including the Offered Shares) then held by the Shareholders, multiplied by (ii) the number of shares of the Common Stock then owned by the Purchaser; PROVIDEDBalberts and all permitted transferees and the number of Convertible Shares or shares of Common Stock, HOWEVERas applicable, owned by all of the Investors (including all assignees of the Investors), as of the date of the Co-Sale Notice. To the extent one or more Investors elect not to sell the full amount of shares which they are entitled to sell pursuant to this Section 5.2(a), the other participating Investors' rights to sell shares shall be increased proportionately to their relative holdings of Securities, such that the Purchaser Investors shall have the right, which right may be exercised by the Purchaser one time only, to sell to the Offeror a full number of shares allocable to them in any transaction subject to this Section 5.2(a) even if some Investors elect not to participate. Within five days after the expiration of Stock equal to double the Co-Sale Notice Period, the Balberts shall notify each participating Investor of the number of shares allowed held by such Investor that will be included in the sale and the date on which the sale will be consummated, which shall be no later than the later of (i) 30 days after the delivery of the Co-Sale Notice and (ii) the satisfaction of all governmental approval requirements, if any. Each of the Investors may effect its participation in any sale hereunder by delivery to the purchaser, or to the Balberts for transfer to the purchaser, of one or more instruments, certificates and/or option agreements, properly endorsed for transfer, representing the shares it elects to sell therein, provided that no Investor shall be sold (before application required to make any representations or warranties or to provide any indemnities in connection therewith other than with respect to title to the stock being conveyed. At the time of this proviso) consummation of the sale, the purchaser shall remit directly to each Investor that portion of the sale proceeds to which each Investor is entitled by the Purchaser reason of its participation therein. All costs and expenses in connection with any sales pursuant to this SECTION 10.1Section 5.2 shall be paid for by the sellers of shares on a pro rata basis (based on participation rather than holdings) or otherwise as they may have agreed; provided, however, that all costs and expenses in connection with any sale pursuant to this Section 5.2 that relate specifically or incrementally to participation therein by a seller (including the fees and expenses of counsel to such selling Investor, if any) shall be paid for by such seller. No shares may be purchased by a purchaser from the Balberts or any permitted transferee unless the purchaser simultaneously purchases from the Investors all of the shares that they have elected to sell pursuant to this Section 5.2(a).

CO-SALE PROCEDURE. If (a) In the event any Stockholder or any Permitted Transferee under Section 2.1(b) proposes to sell any Shares, such Stockholder may Transfer the Shares subject thereto only following compliance with this Section 2.2. In such event, such Stockholder shall give prompt written notice of the Shareholders desire proposed sale to sellthe Investors, assign or otherwise transfer any Stock owned by such Shareholder (except for a salewhich shall identify the proposed Transferee, assignment or transfer to a family member the number of such Shareholder, provided (i) that the shares of Stock so transferred shall thereafter remain subject to this SECTION 10 as though the transferee were a Shareholder and (ii) the transferee agrees in writing Shares proposed to be bound by this SECTION 10), then such Shareholder (collectively with any other selling Shareholder, sold and the "SELLING SHAREHOLDER") shall first give written notice terms of the proposed transaction (the "COCo-SALE NOTICESale Notice") to the Purchaser specifying the following: (i) the name and address ). Each of the proposed purchaser Investors thereupon shall have the right, exercisable upon written notice to such Stockholder or any such Permitted Transferee within 20 days after delivery to it of the Co-Sale Notice (the "OFFERORCo-Sale Notice Period"); , to participate in the sale on the terms and conditions stated in the Co-Sale Notice, except that any Investor who holds Preferred Stock shall be permitted to sell to the relevant purchaser shares of Preferred Stock or Common Stock acquired upon conversion thereof. Each of the Investors shall have the right to sell all or any portion of its shares of capital stock of the Company on the terms and conditions in the Co-Sale Notice (ii) subject to the foregoing), with the maximum number of shares equal to the product obtained by multiplying the number of shares of Stock offered for sale to the Offeror by the Selling Shareholder (the "OFFERED SHARES"); the price or amount per share of Stock proposed to be paid (and other considerationsold by such Stockholder or any Permitted Transferees as described in the Co-Sale Notice by a fraction, if any) or delivered to the Selling Shareholder for numerator of which is the Offered Shares; and (iv) all other material terms and conditions number of Shares owned by such Investor on the proposed sale. Within five business days after receipt date of the Co-Sale Notice, as the Purchaser case may be, and the denominator of which is the sum of the number of Shares owned by such Stockholder or Permitted Transferees and the number of Shares owned by all of the Investors (including all assignees of the Investors), as of the date of the Co-Sale Notice. To the extent one or more Investors elect by written notice to the Selling Shareholder not to sell the full amount of shares which they are entitled to sell pursuant to this Section 2.2(a), the Offeror a other participating Investors' rights to sell shares of capital stock of the Company shall be increased proportionately to their relative holdings of such shares, such that the Investors shall have the right to sell the full number of shares of Stock allocable to them in any transaction subject to this Section 2.2(a) even if some Investors elect not to exceed participate. Within five days after the product expiration of the Co-Sale Notice Period, such Stockholder or Permitted Transferee shall notify each participating Investor of the number of shares held by such Investor that will be included in the sale and the date on which the sale will be consummated, which shall be no later than the later of (i) a fraction where 30 days after the numerator is delivery of the Offered Shares Co-Sale Notice and the denominator is the total number of shares of Stock (including the Offered Shares) then held by the Shareholders, multiplied by (ii) the number satisfaction of all governmental approval requirements, if any. Each of the Investors may effect its participation in any sale hereunder by delivery to the purchaser, or to such Stockholder or Permitted Transferee for Transfer to the purchaser, of one or more instruments, certificates and/or option agreements, properly endorsed for transfer, representing the shares of Stock then owned by the Purchaser; PROVIDED, HOWEVER, that the Purchaser shall have the right, which right may be exercised by the Purchaser one time only, it elects to sell therein, provided that no Investor shall be required to make any representations or warranties or to provide any indemnities in connection therewith other than with respect to title to the Offeror a number stock being conveyed. At the time of shares consummation of Stock equal the sale, the purchaser shall remit directly to double each Investor that portion of the number sale proceeds to which each Investor is entitled by reason of shares allowed to be sold (before application of this proviso) by the Purchaser its participation therein. All costs and expenses in connection with any sales pursuant to this SECTION 10.1Section 2.2 shall be paid for by the party that incurred such cost or otherwise as they may have agreed. No Shares may be purchased by a purchaser from a Stockholder or any Permitted Transferee unless the purchaser simultaneously purchases from the Investors all of the shares that they have elected to sell pursuant to this Section 2.2(a).