Co-Sale Right. In the event that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Shares on the same terms and conditions as set forth in the ROFR Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:
Co-Sale Right. (a) If any Seller holding more than 5% of the outstanding Common Stock (or equivalent) of the Company desires to Transfer Stock (other than a Permitted Transfer), then such Seller shall deliver the Notice to all of the Stockholders. Each Stockholder party hereto shall have the pro rata right, based on the total number of shares of Common Stock held by such Stockholder, exercisable upon written notice to the Seller within fifteen (15) days after receipt of the Notice, to participate in such Transfer of Stock on the same terms and conditions, up to the total number of shares of Stock included in the Notice. To the extent Stockholders exercise such right of participation (each a "Co-Sale Stockholder") the number of shares of Stock that the Seller may sell or otherwise dispose of in the Transfer shall be correspondingly reduced so that the maximum number of shares of Stock sold or otherwise disposed of in the Transfer by the Seller or a Co-Sale Stockholder under this Section 4.2 shall be the number found by multiplying the total number of shares included in the Notice, as delivered under this Section 4.2, by a fraction the numerator of which is the total number of shares owned by the Seller or such Co-Sale Stockholder, as the case may be (on a fully diluted basis) and the denominator of which is the total number of shares owned by the Seller and all Co-Sale Stockholders exercising such rights in the aggregate (on a fully diluted basis). Each Co-Sale Stockholder shall effect its participation in the Transfer by promptly delivering to Seller for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, that represent the number of shares of Stock which such Co-Sale Stockholder elects to sell. The Seller will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Co-Sale Stockholders in the contemplated Transfer and will not Transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Co-Sale Stockholders, or refuses to become a party to this Agreement as a Stockholder.
Co-Sale Right. To the extent that the Right of First Refusal is ------------- not exercised by the Company or the Investors, each Investor shall have the right (the "Co-Sale Right"), exercisable upon written notice to the Company ------------- within fifteen (15) business days after the expiration of the Right of First Refusal to participate in such Founder's sale of Shares pursuant to the specified terms and conditions of such Purchase Offer. To the extent an Investor exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the number of Shares which such Founder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The Co-Sale Right of each Investor shall be subject to the following terms and conditions:
Co-Sale Right. Each Non-Selling Shareholder that has not exercised its right of first refusal with respect to the Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Selling Shareholder (in case the Selling Shareholder is an Ordinary Shareholder), the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within twenty (20) days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the residual Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such co-sale right in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced.
Co-Sale Right. If the Transferring Shareholder is an Ordinary Shareholder, then each Investor who does not exercise its Right of First Refusal pursuant to Section 5.1 above shall have the right, exercisable upon written notice to the Transferring Shareholder within 20 days after the date the Transfer Notice is delivered to the Investors, to participate in the sale of Stock on substantially the same terms and conditions as the Transferring Shareholder to the extent of that Investor’s Co-Sale Ratio with respect to its Stock (the “Co-Sale Right”), provided, however, such Co-Sale Right shall not apply to any sale of Stock to an Investor pursuant to the exercise of the Right of First Refusal of such Investor under Section 5.1, or the Right of First Refusal With Respect to Preferred Shares of such Investor under Section 5.2. Each notice of an exercise of the Co-Sale Right shall state the number of shares of Stock such 13 Investor wishes to sell under its Co-Sale Right. Any Investor may elect to sell all or some of the shares of Stock then held by such Investor up to that Investor’s Co-Sale Ratio with respect to its Stock. To the extent the Investors exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 5.3, the Transferring Shareholder (i) may only sell its shares of Stock if the proposed transferee completes the purchase of the shares which the Investors seek to sell pursuant to the exercise of their Co-Sale Right, and (ii) shall, at the request of any Investor, reduce the number of shares of its Stock to be sold by the number of shares of Stock that such Investor wishes to sell under its Co-Sale Right.
Co-Sale Right. (a) During the period beginning on the first anniversary of the Effective Time and ending on the third anniversary of the Effective Time, Purchaser shall not enter into or consummate any transaction (or series of related transactions) involving the sale or transfer of Equity Securities (or the sale or transfer of capital stock or Derivative Equity Securities of any Subsidiary which beneficially owns Equity Securities) that would result in (i) any person other than the Purchaser or any Affiliate or Associate of Purchaser beneficially owning in excess of 10% of the outstanding Voting Stock (a "Third Party Purchaser") and (ii) Purchaser and its Affiliates and Associates beneficially owning less than a majority of the then outstanding Voting Stock, unless:
Co-Sale Right. If the Ordinary Investor or any of the Management Shareholders (the “Selling Shareholder”) proposes to sell, transfer, assign, exchange or otherwise convey or dispose of all or a portion of the shares of Capital Stock of the Company, or rights to acquire shares of Capital Stock of the Company, held by such Selling Shareholder (excluding any Series A Preference Shares held by such Selling Shareholder), then the Selling Shareholder shall promptly give written notice (the “Co-Sale Notice”) to each of the holders of Series A Preference Shares and the Series B Preference Shares at least fifteen (15) Business Days prior to the closing of such sale. The Co-Sale Notice shall describe in reasonable detail the proposed sale including, without limitation, the number of shares to be sold or transferred (the “Co-Sale Shares”), the nature of such sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. Each holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, shall have the right, exercisable upon written notice to the Selling Shareholder within ten (10) Business Days after receipt of the Co-Sale Notice, to participate in such sale of Co-Sale Shares on the same terms and conditions. To the extent one (1) or more of the holders of the Series A Preference Shares and/or one (1) or more of the holders of the Series B Preference Shares, as the case may be, exercises such right of co-sale (the “Co-Sale Right”) in accordance with the terms and conditions set forth below, the number of Co-Sale Shares that the Selling Shareholder may sell in the relevant transaction shall be correspondingly reduced. The Co-Sale Right of each holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, shall be subject to the following terms and conditions:
Co-Sale Right. To the extent any Non-Selling Shareholder (including JD) does not exercise its respective rights of first refusal as to all of the Transfer Shares pursuant to Section 4.2, such Non-Selling Shareholder (including JD) shall have the right, exercisable upon delivery of a written notice to the Selling Shareholder, with a copy to the Company, within twenty (20) Business Days after the date of the Transfer Notice, to participate in the sale of any Transfer Shares to the extent of such Non-Selling Shareholder’s Pro Rata Co-Sale Share at the same price and upon the same terms and conditions indicated in the Transfer Notice. A failure by the Non-Selling Shareholder to respond within such prescribed period shall constitute a decision by such Non-Selling Shareholder not to exercise its right of co-sale as provided herein. To the extent one (1) or more of the Non-Selling Shareholders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Transfer Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Non-Selling Shareholder shall be subject to the following terms and conditions:
Co-Sale Right. To the extent that the Preferred Holders and/or Ordinary Holders have not exercised right of first refusal with respect to any or all the Offered Shares, then each Preferred Holder shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Holder (the “Co-Sale Notice”) within twenty (20) days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Company securities (on both an absolute and as-converted to Ordinary Shares basis) that such participating Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Preferred Holder. To the extent one or more of the Preferred Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Restricted Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Preferred Holder shall be subject to the following terms and conditions:
Co-Sale Right. 3.1 An Offeror may not sell any of the Offered Shares until each of the Investors shall have been given the right (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”).
