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”).
3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares.
3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice.
3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares.
3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day per...
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) Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right.
(b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell.
(c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.
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. (a) Each Founder agrees that in the event it reaches an agreement to sell more than twenty percent (20%) of the Founders Stock owned by such Founder by means of any transaction or series of related transactions, it will provide written notice (the "Co-Sale Notice") to each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made.
(b) Each Major Investor shall have the right, exercisable upon written notice to the Founder delivered by certified mail, within fifteen (15) days after the giving of the Co-Sale Notice to the Major Investor, to participate in such sale of Common Stock on the same terms and conditions. To the extent a Major Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Founder may sell in the transaction shall be correspondingly reduced.
(c) Each Major Investor may sell all or any part of that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock issued and held on the date of the Co-Sale Notice, or issuable upon conversion of the Preferred Stock then held, by such Major Investor and the denominator of which is the total number of shares of Common Stock (on an as-converted basis)
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 a Transferring Member elects to transfer the Offered Interest to the Third-Party Transferee on the Offered Terms in accordance with Section 9.2.1(e), each Holder of Units (including only Holders of E Units for which the applicable Threshold Events have been fully satisfied or occurred) will have the right (the “Co-Sale Right”), exercisable upon written notice to the Transferring Member with a copy to the Company within ten (10) Business Days after the expiration of the Right of First Refusal, if applicable, to participate, based on its Participating Interest relative to all Holders of such Units (including the Transferring Member), in such Transferring Member’s sale of the Offered Interest on the Offered Terms. To the extent that an applicable Holder of Units exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the Offered Interest which such Transferring Member may sell pursuant to such Offer will be correspondingly reduced, and such Transferring Member will in connection with the closing of such transfer remit to each participating Holder that portion of the sale proceeds to which such Holder is entitled by reason of its participation in such sale, as determined in the reasonable judgment of the Executive Board; provided, however, that such Holders of such Units will not be required to make representations, warranties or indemnifications other than with respect to title to its Units or Membership Interest, or to enter into non-competition or similar agreements. For avoidance of doubt, a Holder of Units other than Investor Units or Common Units exercising its Co-Sale Right may not be entitled to the same proportion of the sale proceeds on a per Unit basis as a Holder of Investor Units or Common Units exercising its Co-Sale Right and the allocation of the sale proceeds among all participating Holders, as determined in accordance with Section 13.17.
Co-Sale Right. Each Major Investor shall have the right (the “Co-Sale Right”), exercisable upon written notice to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Founder’s sale of Offered Shares pursuant to the specified terms and conditions of such Purchase Offer. To the extent a Major Investor (for purposes of this Section 3.2 (Right of Co-Sale), a “Selling Holder”) 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 Selling Holder shall be subject to the following terms and conditions:
Co-Sale Right. (a) Notwithstanding Section 2.1 and 2.2, in the event the Non-Selling Security Holder(s) or the Non-Selling Holder(s) fail to agree to purchase all of the Security Holder Transfer Shares or Holder Transfer Securities, as applicable, within the respective periods provided for in Section 2.1 or Section 2.2, as applicable, and the Selling Security Holder or the Selling Holder, as applicable, will sell the Security Holder Transfer Shares or Holder Transfer Securities, as applicable, not so purchased to a third party, the Selling Security Holder or Selling Holder, as applicable, shall promptly (and in no event later than forty-five (45) days prior to the expiration of the ninety-day period described in Section 2.1(f) or Section 2.2(h), as applicable) give written notice (the “Co-Sale Notice”) to the Company and to each of the other Security Holders or Holders, as applicable, describing in reasonable detail the final terms of the proposed sale or transfer including, without limitation, the amount of Security Holder Transfer Shares or Holder Transfer Securities, as applicable, the nature of such sale or transfer, the final consideration to be paid, and the name and the address of each final purchaser or transferee.
(b) Notwithstanding Sections 2.1 and 2.2, each Series A Holder, Series B Holder or Note Holder shall have the right, exercisable upon written notice to the Selling Security Holder or Selling Holder, as applicable, with a copy to the Company, within thirty (30) days after receipt of the applicable Co-Sale Notice, to participate in the sale of any Security Holder Transfer Shares or any Holder Transfer Securities that the Non-Selling Security Holders and the Non-Selling Holders, as applicable, have not agreed to purchase pursuant to Section 2.1 or Section 2.2, as applicable, on the same terms and conditions indicated in the applicable Co-Sale Notice. A failure by the Series B Holder, Series A Holder or Note Holder to respond within such thirty (30) day period pursuant to this Section 3.1(b) shall be deemed to constitute a decision by such Series B Holder, Series A Holder or Note Holder not to exercise its right of co-sale as provided herein. To the extent one or more of the Series B Holder, Series A Holder or Note Holder exercise such right of participation in accordance with the terms and conditions set forth below, the amount of Security Holder Transfer Shares or the Holder Transfer Securities that the Selling Security Holder or the Selling Holder, as a...
Co-Sale Right. Except to the extent required to do so by law or any existing agreement to which it is subject, the Company shall not cause or permit to be recorded in its stock transfer records any Transfer (as defined below), or consent to any Transfer, of shares of its stock unless the Company has required that the Transfer be conducted in accordance with the following procedure:
a. If at any time any holder of greater than five percent (5%) of the Company’s stock on a Fully Diluted Basis (a “Principal Stockholder”) desires to sell all or any part of its stock to any person other than any other stockholder or the Company (the “Buyer”), such Principal Stockholder shall give notice in writing to the University of its intention to proceed with the transaction (the “Co-Sale Offer”). The University shall have the right, exercisable by providing written notice within [***] of the Co-Sale Offer, to sell to the Buyer, as a condition to the sale by such Principal Stockholder, at the same price per share and on the same terms and conditions as involved in the sale by such Principal Stockholder, a number of shares of stock equal to the product of (I) the quotient of (A) the number of shares of stock held by the University, divided by (B) the aggregate number of shares of stock outstanding, on a fully-diluted basis; multiplied by (II) the aggregate number of shares of stock to be sold in the contemplated Transfer.
b. The Principal Stockholder and the University shall sell to the Buyer all, or at the option of the Buyer, any portion of the stock proposed to be sold by them at the price and upon other terms and conditions not more favorable to the Buyer than those in the Co-Sale Offer provided by such Principal Stockholder pursuant to Section 1(a) above; provided, however, that any purchase of less than all of such stock by the Buyer shall be made from any Principal Stockholder and the University pro rata based upon the relative number of shares of stock that such Principal Stockholder and the University is otherwise entitled to sell.
c. For purposes of this Section, a “Transfer” shall mean a sale, exchange, assignment, transfer, mortgage, pledge, encumbrance, hypothecation, disposition, gift, devise, bequest, or other disposition or grant of rights or interests, whether voluntarily or involuntarily, by operation of law or otherwise, but does not include a Permitted Transfer. A “Permitted Transfer” shall be: (A) any transfer of stock to an inter-vivos trust created by an individual ...
