Co-Sale Right Clause Samples
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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. 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. (a) If at any time a Holder proposes to Transfer or sell any Shares (the “Co-Sale Shares”) to any person other than the Company (a “Buyer”), each of the Investors shall have the right to sell to the Buyer, as a condition to such sale by such Holder, at the same price per share and on the same terms and conditions as involved in such sale by such Holder (as stated in the Offer provided under Section 3.2(a)), such number of shares equal to the Co-Sale Shares multiplied by a fraction, the numerator of which is the aggregate number of shares of capital stock of the Company (calculated on a fully-diluted basis) owned by the particular Investor desiring to sell shares to a Buyer, and the denominator of which is the sum of all shares of capital stock of the Company (calculated on a fullydiluted basis) owned by all Investors desiring to participate in a sale to a Buyer under this Section 3.3.
(b) Each Investor wishing to participate in any sale under this Section 3.3 shall notify in writing the Holder selling hereunder of such intention as soon as practicable after such Investor’s receipt of the Offer made pursuant to Section 3.2(a), and in any event within ten (10) Business Days after the date such Offer was delivered to the Investors.
(c) The Holder selling hereunder and each participating Investor shall sell to the Buyer all, or at the option of the Buyer, any part of the shares proposed to be sold by them at not less than the price and upon such other terms and conditions, if any, not more favorable to the Buyer than those in the Offer provided by such Holder under Section 3.2(a); provided, however, that any purchase of less than all of such shares by the Buyer shall be deducted from the number of shares offered to be sold by such Holder and each participating Investor pro rata based upon the applicable number of Co-Sale Shares desired to be sold by the Holder and the number of shares that each participating Investor is entitled to sell pursuant to Section 3.3(a).
(d) Any sale of securities pursuant to this Section 3.3 shall be expressly conditioned upon the Buyer of such securities becoming a party to this Agreement by executing an Instrument of Adherence, in which event such Buyer shall be bound by all of the provisions of this Agreement to the same extent as if such Buyer were the Holder selling such securities, and all securities sold shall at all times remain subject to the terms of this Agreement in the hands of such Buyer.
Co-Sale Right. In the event that ▇▇▇▇▇ ▇▇▇▇▇, or any Permitted Transferee of ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") wishes to sell all or a portion of his Covered Interests in a transaction involving aggregate net proceeds of $1,000,000, and such sale does not constitute a Change in Control (as such term is defined in Section 2.4) and the Rights of First Refusal are not exercised with respect to all of the Offered Units proposed to be so sold, ▇▇▇▇▇ may Transfer such Offered Units only pursuant to and in accordance with the following provisions:
(a) Battle Creek Unlimited, Inc. ("BCU") shall have the right to participate in the sale of such Offered Units on the terms and conditions stated herein (the "Co-Sale Option"), which shall be exercisable upon written notice (the "Acceptance Notice") to ▇▇▇▇▇ within ten (10) days after ▇▇▇▇▇ has notified BCU, in writing that the Company and the other Members have not elected to exercise their Rights of First Refusal with respect to all of the Offered Units. Each of BCU, shall have the right to give an Acceptance Notice indicating whether it or he wishes to sell all of its or his units of Membership Interest on the terms and conditions stated in the Offer Notice.
(b) BCU shall have the right to exercise their Co-Sale Option and sell all, but not less than all, of their respective units of Membership Interests with each of BCU, exercising this right independently. Within ten (10) days after the date by which BCU, are required to notify ▇▇▇▇▇ of an intent to exercise the Co-Sale Option, ▇▇▇▇▇ shall notify BCU, of the date on which such sale shall be consummated, if an option has been exercised. BCU, shall effect any participation in such a sale by delivering to the Proposed Transferee, or to ▇▇▇▇▇ for delivery for the Proposed Transferee, of one or more instruments or certificates, properly endorsed for transfer, representing the units of Membership Interests BCU, elects to sell, and by executing any other documents that may be required to consummate the transaction described in the Offer Notice. At the time of the consummation of the sale, the Proposed Transferee shall remit directly to BCU, that portion of the net sales proceeds to which BCU, is entitled by reason of his participation therein.
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. 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 of the Non-Selling Shareholders that has not exercised its right of first refusal with respect to the Offered Shares proposed to be sold or transferred or exchanged 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 thirty (30) days after receipt of the First Refusal Expiration Notice, 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 a Fully Diluted Basis) that such Co-Sale Holder wishes to include in such sale or transfer or exchange, 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. 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: