Common use of Co-Sale Right Clause in Contracts

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 stockholder for the primary benefit of one or more of (i) such stockholder, (ii) such stockholder’s spouse, (iii) such stockholder’s parents, siblings, descendants or the descendants of any of the foregoing, and (iv) such stockholder’s spouse’s parents, siblings, descendants or the descendants of any of the foregoing; (B) any testamentary Transfer of stock to or for the benefit of such stockholder’s spouse, parent or descendants; and (C) any transfer by an stockholder that is an entity to an entity controlling, controlled by or under common control with such stockholder (an “Affiliate”).

Co-Sale Right. Except to the extent required to do so by law (i) If any stockholder or any existing agreement to which it is subject, stockholders of the Company shall not cause (the “Selling Stockholder(s)”) wishes to sell, to a single buyer or permit to be recorded in its stock transfer records any Transfer (one or more buyers, as defined below)part of a single transaction or series of connected transactions, or consent to any Transfer, of shares of its stock unless Common Stock of the Company has required that the Transfer be conducted representing (in accordance with the following procedure: a. If at any time any holder of greater than five aggregate) 50 percent (5%) or more of the Company’s stock on voting power (or which would otherwise result in a Fully Diluted Basis change of control of the Company), the Selling Stockholder(s) may only sell (and the Company shall, within its powers to do so, ensure that such Selling Stockholder(s) shall only sell) such number of shares of Common Stock subject to and in accordance with this Section 7(h). (ii) The Selling Stockholder(s) shall give to the Subscriber not less than 30 calendar days’ notice in advance of the proposed sale (a “Principal StockholderCo-Sale Notice”). The Co-Sale Notice shall specify: (A) desires to sell all or any part the identity of its stock to any person other than any other stockholder or the Company proposed purchaser (the “Buyer”), such Principal ; (B) the price per security which the Buyer is proposing to pay; (C) the manner in which the consideration is to be paid; (D) the number of and class of securities which each Selling Stockholder shall give proposes to sell; and (E) the address where the counter-notice in writing to the University of its intention to proceed with the transaction (the “Co-Sale Offer”)should be sent. The University Subscriber shall have the right, exercisable by providing written notice be entitled within [***] 20 calendar days after receipt of the Co-Sale OfferNotice, to notify the Selling Stockholder that it wishes to sell that number of its Securities equal to the Buyerproduct obtained by multiplying (x) the aggregate number of shares of Common Stock proposed to be sold by the Selling Stockholder(s) by (y) a fraction, as a condition the numerator of which is the number of Securities at the time owned by the Subscriber and the denominator of which is the aggregate number of shares of Common Stock at the time owned by the Selling Stockholder(s) and the Subscriber, to the sale by such Principal Stockholder, at the same price per share and Buyer on the same terms and conditions as involved set out in the sale Co-Sale Notice, by such Principal Stockholder, sending a counter-notice which shall specify the number of shares of stock equal Securities which the Subscriber wishes to the product of (I) the quotient of (A) sell, and 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 Common Stock to be sold by them at the price and Selling Stockholder(s) shall be reduced accordingly. (iii) If the Subscriber does not send a counter-notice within such 20 calendar Day period it shall be deemed to have specified that it wishes to sell no Securities. (iv) The Company shall use its best efforts to ensure that no sale by any Selling Stockholder shall be made pursuant to any Co-Sale Notice more than three months after service of that Co-Sale Notice. (v) If the Subscriber is not afforded the right to act upon other terms and conditions not more favorable to or participate in the Buyer than those in transaction contemplated by the Co-Sale Offer provided by Notice in accordance with the provisions of this Section 7(h), or, having given notice of its wish to participate in such Principal Stockholder pursuant transaction the Subscriber’s Securities are not acquired simultaneously with, and on the same terms as, the Selling Stockholder(s)’ securities, the Selling Stockholder(s) may not complete (and the Company shall use its best efforts to Section 1(aensure that they shall not complete) above; provided, however, that any purchase of less than all of such stock by transaction and the Buyer Board shall be made from any Principal Stockholder bound to refuse to register (and the University pro rata based upon Company shall procure that the relative number of shares of stock that such Principal Stockholder and the University is otherwise entitled Board does refuse 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: (Aregister) any transfer of stock securities intended to an inter-vivos trust created by an individual stockholder for carry such transaction into effect. (vi) In this Section 7(h), references to the primary benefit of one or more of (i) such stockholder, (ii) such stockholder’s spouse, (iii) such stockholder’s parents, siblings, descendants or singular shall include the descendants of any of the foregoing, plural and (iv) such stockholder’s spouse’s parents, siblings, descendants or the descendants of any of the foregoing; (B) any testamentary Transfer of stock to or for the benefit of such stockholder’s spouse, parent or descendants; and (C) any transfer by an stockholder that is an entity to an entity controlling, controlled by or under common control with such stockholder (an “Affiliate”)vice versa.

Co-Sale Right. Except Subject to the extent required to do so by law rights of first refusal set forth in ------------- Section 1 hereof: (a) In the event any of the Stockholders receive one or any existing agreement to which it is subjectmore bona fide offers (collectively, the Company shall not cause "Purchase Offer") from a third party to purchase from such Stockholder (hereinafter referred to in this Section 2 as the "Selling Stockholder") any or permit to be recorded all of its Shares, upon specific terms and conditions (including a specified purchase price payable in its stock transfer records any Transfer (as defined belowcash or other property), or consent then such Stockholder shall promptly provide to any Transfer, of shares of its stock unless the Company has required that and the other Stockholders written notice of the terms and conditions of such Purchase Offer (such notice is referred to herein as the "Transfer be conducted in accordance with Notice"), and the following procedure:provisions shall apply. a. If at any time any holder of greater than five percent (5%b) Each 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 Stockholders shall have the right, exercisable by providing upon written notice to the Company and the Selling Stockholder within [***] fifteen (15) business days after receipt of the Co-Sale OfferTransfer Notice, to sell participate in the Selling Stockholder's sale of such stock pursuant to the Buyer, as a condition to the sale by such Principal Stockholder, at the same price per share and on the same specified terms and conditions as involved of such Purchase Offer. To the extent one or more of the other Stockholders exercises such right of participation in accordance with the sale by such Principal Stockholderterms and conditions set forth below, a number of shares of stock equal to the product of (I) the quotient of (A) the number of shares of capital stock held which the Selling Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of each of the other Stockholders shall be subject to the following terms and conditions: (i) Each of the other Stockholders may sell all or any part, of that number of shares of the Company's Common Stock, or shares of the Company's Preferred Stock or other convertible securities on an as-converted basis, being sold by the UniversitySelling Stockholder equal to the product obtained by multiplying, divided by (Bx) the aggregate number of shares of stock outstanding, on a fully-diluted basis; multiplied Common Stock covered by the Purchase Offer (assuming conversion of any Preferred Stock and other convertible securities) by (IIy) a fraction, the aggregate numerator or which is the number of shares of stock such Common Stock of the Company (assuming conversion of any Preferred Stock and other convertible securities) owned at the time by such Stockholder wishing to be sold in the contemplated Transfer. b. The Principal Stockholder participate, and the University shall sell to denominator of which is 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 combined number of shares of stock that such Principal Common Stock of the Company (assuming conversion of any Preferred Stock and other convertible securities) owned at the time by the Selling Stockholder and the University other Stockholders; (ii) To the extent one of the other Stockholders elects not to sell the full number of Shares it is otherwise entitled to sellsell pursuant to Section 1(b)(i) above, the other Stockholders' rights to participate in the sale shall be increased pro rata by a corresponding number of shares; and (iii) Each of the other Stockholders participating in such sale shall effect its participation in any such sale by delivering to the Company for transfer to the third-party offeror one or more certificates, properly endorsed for transfer, which represent the number of shares of the capital stock of the Company which such Stockholder elects to sell pursuant to this Section 2. c. (c) The stock certificates which the other Stockholders deliver to the Company pursuant to this Section 2 shall be transferred by the Company to the third-party offeror in consummation of the sale of the Company's capital stock being sold pursuant to the terms and conditions specified in the Transfer Notice, and the Company shall promptly thereafter remit to the other Stockholders that portion of the proceeds of the sale to which the other Stockholders are entitled by reason of their participation in such sale. (d) The exercise or non-exercise of the rights of the other Stockholders hereunder to participate in one or more sales by the Selling Stockholder shall not adversely affect their rights to participate in subsequent sales by the Selling Stockholder. (e) For purposes of this SectionSection 2 only, a “Transfer” the definition of the term "Stockholder" shall mean a salenot include FMA High Yield Income L.P., exchangeWSIS High Yield Income L.P., assignment, transfer, mortgage, pledge, encumbrance, hypothecation, disposition, gift, devise, bequestWSIS Flexible Income Partners L.P., or other disposition or grant any transferee thereof (collectively, "Schroder Werthxxx"), xnxxxx xxx number of rights or interests, whether voluntarily or involuntarily, by operation of law or otherwise, but does not include shares to be purchased under a Permitted Transfer. A “Permitted Transfer” shall be: Purchase Offer exceeds fifty percent (A50%) any transfer of stock to an inter-vivos trust created by an individual stockholder for the primary benefit of one or more of (i) such stockholder, (ii) such stockholder’s spouse, (iii) such stockholder’s parents, siblings, descendants or the descendants of any of the foregoing, and (iv) such stockholder’s spouse’s parents, siblings, descendants or the descendants then outstanding shares of any Common Stock of the foregoing; Company (B) any testamentary Transfer of stock to or for the benefit of such stockholder’s spouse, parent or descendants; and (C) any transfer by on an stockholder that is an entity to an entity controlling, controlled by or under common control with such stockholder (an “Affiliate”as-converted basis).