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 of the Non-Selling Shareholders that has not exercised its right of first refusal with respect to any Offered Share proposed to be Transferred by the Selling Shareholder (the “Co-Sale Holder”) shall have the right, exercisable upon written notice to the Selling Shareholder and the Company (the “Co-Sale Notice”) within twenty (20) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in the sale of the Offered Shares at the same price and subject to the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Shares (on an as-converted basis) that such Co-Sale Holder wishes to include in such Transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Holder. To the extent the Co-Sale Holder exercises such right of co-sale in accordance with the terms and conditions set forth below, the number of the Offered Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Holder shall be subject to the following terms and conditions:
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. Where the Shareholder proposing the transfer of shares is any Existing Shareholder, if all other Shareholders do not exercise or waive the right of first refusal specified in this Section 6.7 (including the corresponding provision of the Articles of Association (and all amendments thereto), within ten (10) Business Days upon expiration of the Period of the Right of First Refusal (“Period of the Co-sale Right”), the Investor may issue a written notice to all other Shareholders and the Company, requesting to transfer its all or part of shares in the Company to the third party that proposes to purchase the shares as indicated in the Transfer Notice (as defined in Section 6.7.2 hereof) at the transfer price and according to other terms and conditions stated in the Transfer Notice. The maximum number of shares to be sold by the Investor in exercise of the co-sale right shall be: number of shares to be purchased as stated in the Transfer Notice x current proportion of the Investor’s capital contribution in the Company’s registered capital. Where: (A) the third party that proposes to purchase the shares as indicated in the Transfer Notice (as defined in Section 6.7.2 hereof) refuses to purchase any number of shares to be transferred by the Investor; or (B) the third party fails to purchase the shares to be transferred by the Investor on or prior to the purchase of the shareholders transferred by the Shareholders proposing such transfer, the Shareholders proposing such transfer shall not transfer their shares to the third party, unless the Shareholders proposing such transfer have purchased the shares to be transferred by the Investor at the transfer price and according to other terms and conditions stated in the Transfer Notice (as defined in Section 6.7.2 hereof) on or prior to the completion of such transfer. Upon expiration of the Period of the Co-sale Right, each Shareholder shall cooperate with the Shareholders who exercise the co-sale right to complete all formalities for transfer of shares according to the applicable laws and regulations.
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”).
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.
