Common use of Co-Sale Right of Participation Clause in Contracts

Co-Sale Right of Participation. Upon receipt of a Co-Sale Notice from any Principal Shareholders, Pioneer Ventures or its assigns may elect to participate in such transaction and shall have the right to offer its securities, at the same price and on the same terms, on a fully diluted pro rata basis with the proposed selling shareholder(s) as set forth in the offer made by the Third Party Purchaser. Each participating selling party shall in turn be entitled to receive at the applicable closing the net proceeds of the sale allocable to the securities sold on behalf of each selling shareholder, after deduction of such selling shareholder's proportionate share of the reasonable expenses of the sale. These co-sale provisions will not apply to any sale of securities pursuant to a distribution to the public, whether pursuant to a registered public offering, Rule 144 or otherwise. If less than all of a shareholder's securities are being sold pursuant to this Article III, the securities to be sold shall be determined on a pro rata fully diluted basis.

Appears in 1 contract

Samples: Voting and Shareholders Agreement (Neurocorp LTD)

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Co-Sale Right of Participation. Upon receipt of a Co-Sale Notice from any Principal ShareholdersShareholder, Pioneer Ventures or its assigns may elect to participate in such transaction and shall have the right to offer its securities, at the same price and on the same terms, on a fully diluted pro rata basis with the proposed selling shareholder(s) as set forth in the offer made by the Third Party Purchaser. Each participating selling party shall in turn be entitled to receive at the applicable closing the net proceeds of the sale allocable to the securities sold on behalf of each selling shareholder, after deduction of such selling shareholder's proportionate share of the reasonable expenses of the sale. These co-sale provisions will not apply to any sale of securities pursuant to a distribution to the public, whether pursuant to a registered public offering, a Rule 144 sale or otherwise. If less than all of a shareholder's securities are being sold pursuant to this Article III, the securities to be sold shall be determined on a pro rata fully diluted basis.

Appears in 1 contract

Samples: Voting and Shareholders Agreement (Compass Knowledge Holdings Inc)

Co-Sale Right of Participation. Upon receipt of a Co-Sale Notice from any Principal ShareholdersShareholder, the Pioneer Ventures Partnership or its assigns may elect to participate in such transaction and shall have the right to offer its securities, at the same price and on the same terms, on a fully diluted pro rata basis with the proposed selling shareholder(s) as set forth in the offer made by the Third Party Purchaser. Each participating selling party shall in turn be entitled to receive at the applicable closing the net proceeds of the sale allocable to the securities sold on behalf of each selling shareholder, after deduction of such selling shareholder's proportionate share of the reasonable expenses of the sale. These co-sale provisions will not apply to any sale of securities pursuant to a distribution to the public, whether pursuant to a registered public offering, a Rule 144 sale or otherwise. If less than all of a shareholder's securities are being sold pursuant to this Article III, the securities to be sold shall be determined on a pro rata fully diluted basis.

Appears in 1 contract

Samples: Voting and Shareholders Agreement (American Interactive Media Inc)

Co-Sale Right of Participation. Upon receipt of a Co-Sale Notice from any Principal Shareholders, Pioneer Ventures or its assigns may elect to participate in such transaction and shall have the right to offer its securities, at the same price and on the same terms, on a fully diluted pro rata PRO RATA basis with the proposed selling shareholder(s) as set forth in the offer made by the Third Party Purchaser. Each participating selling party shall in turn be entitled to receive at the applicable closing the net proceeds of the sale allocable to the securities sold on behalf of each selling shareholder, after deduction of such selling shareholder's proportionate share of the reasonable expenses of the sale. These co-sale provisions will not apply to any sale of securities pursuant to a distribution to the public, whether pursuant to a registered public offering, Rule 144 or otherwise. If less than all of a shareholder's securities are being sold pursuant to this Article III, the securities to be sold shall be determined on a pro rata PRO RATA fully diluted basis.

Appears in 1 contract

Samples: Investment Agreement (Neurocorp LTD)

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Co-Sale Right of Participation. Upon receipt of a Co-Sale Notice from Advanced or any Principal ShareholdersShareholder, the Pioneer Ventures Partnership or its assigns may elect to participate in such transaction and shall have the right to offer its securities, at the same price and on the same terms, on a fully diluted pro rata basis with the proposed selling shareholder(s) as set forth in the offer made by the Third Party Purchaser. Each participating selling party shall in turn be entitled to receive at the applicable closing the net proceeds of the sale allocable to the securities sold on behalf of each selling shareholder, after deduction of such selling shareholder's proportionate share of the reasonable expenses of the sale. These co-sale provisions will not apply to any sale of securities pursuant to a distribution to the public, whether pursuant to a registered public offering, a Rule 144 sale or otherwise. If less than all of a shareholder's securities are being sold pursuant to this Article III, the securities to be sold shall be determined on a pro rata fully diluted basis.

Appears in 1 contract

Samples: Voting and Shareholders Agreement (Americas Shopping Mall Inc)

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