Common use of Co-Sale Right Clause in Contracts

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. If the Transferring Shareholder is an Ordinary Shareholderproposes to sell or otherwise transfer any Stock or any interest therein to any person or entity, 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 Investors Co-Sale Ratio with respect to its Stock (the “Co"CO-Sale Right”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 Notice of an exercise of the a Co-Sale Right shall state indicate 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 '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 5.35.2, 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. If the Transferring Shareholder is an Ordinary the Existing Shareholder, then each the 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 five (5) days after the date the Transfer Notice is delivered to the InvestorsInvestor, to participate in the sale of Stock on substantially the same terms and conditions as the Transferring Shareholder to the extent of that the Investor’s Co-Sale Ratio with respect to its Stock (the “Co-Sale Right”), provided, however, such . Notice of exercise of a 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 indicate the number of shares of Stock such 13 the Investor wishes to sell under its Co-Sale Right. Any The Investor may elect to sell all or some of the shares of Stock then held by such Investor it up to that the Investor’s Co-Sale Ratio with respect to its Stock. To the extent the Investors exercise their Investor exercises its Co-Sale Right in accordance with the terms and conditions set forth in this Section 5.35.2, 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 Investor seeks to sell pursuant to the exercise of their its Co-Sale Right, and (ii) shall, at the request of any the Investor, reduce the number of shares of its Stock to be sold by the number of shares of Stock that such the Investor wishes to sell under its Co-Sale Right.

Co-Sale Right. If Subject to Section 5.3 (c) below, if the Transferring Shareholder is an a holder of Ordinary ShareholderShares, 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 mutatis mutandis as the Transferring Shareholder to the extent of that InvestorCo-Sale Shareholder’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 the 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 Co-Sale Shareholder wishes to sell under its Co-Sale Right. Any Investor Co-Sale Shareholder may elect to sell all or some of the shares of Stock then held by such Investor Co-Sale Shareholder up to that Investor’s its 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 The Transferring Shareholder (i) may only sell its shares of Stock if the proposed transferee completes the purchase of the shares which the Investors Co-Sale Shareholders seek to sell pursuant to the exercise of their Co-Sale Right, and (ii) shall, at the request of any InvestorCo-Sale Shareholder, reduce the number of shares of its Stock to be sold by the number of shares of Stock that such Investor Co-Sale Shareholder wishes to sell under its Co-Sale Right.

Co-Sale Right. If Any notice of exercise of the Transferring Shareholder is an Ordinary Shareholder, Co-Sale Right shall specify the number of the Shares such Investor wishes to Transfer under its Co-Sale Right. Any Investor may elect to Transfer all or some of the Shares then each held by such Investor up to that Investor’s Co-Sale Proportionate Percentage with respect to its Shares. Each Investor who does not exercise its Right of First Refusal pursuant to Section 5.1 3 above shall have the right, exercisable upon written notice to the Transferring Shareholder within 20 45 days after the date the Transfer Notice is delivered to the Investors, to participate in the sale Transfer of Stock Shares on substantially the same terms and conditions as the Transferring Shareholder to the extent of that Investor’s Co-Sale Ratio Proportionate Percentage with respect to its Stock Shares (the “Co-Sale Right”), provided, however, such Co-Sale Right shall not apply to any sale Transfer of Stock Shares 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 Stock3. To the extent the Investors exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 5.34, the Transferring Shareholder (i) may only sell its shares of Stock Shares 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 Shares to be sold by the number of shares of Stock Shares that such Investor wishes to sell under its Co-Sale Right.

Co-Sale Right. If the Transferring Shareholder is an Ordinary Shareholderproposes to sell or otherwise transfer any Stock or any interest therein to any Person, then each Investor who does not exercise its Right of First Refusal pursuant to Section 5.1 above and each Capital Shareholder shall have the right, exercisable upon written notice to the Transferring Shareholder within 20 thirty (30) days after the date the Transfer Notice is delivered to the InvestorsInvestors and the Capital Shareholders, 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 and Capital Shareholder’s Co-Sale Ratio with respect to its Stock (the “Co-Sale Right”), provided, however, such Co-Sale Right shall does not apply (A) to any sale of Stock to an Investor or a Capital Shareholder pursuant to the exercise of the Right of First Refusal of such Investor or such Capital Shareholder under Section 5.15.1 and (B) in the case of the Capital Shareholders, or with respect to the Right of First Refusal With Respect to Preferred Shares of Exempted Shares, provided that such Investor and such Capital Shareholder shall not be required to provide (x) representations and warranties other than with respect to itself and the Shares that it proposes to sell under this Section 5.2 or (y) any indemnity or any joint and severable obligation in connection with a sale under this Section 5.2. Each notice Notice of an exercise of the a Co-Sale Right shall state indicate the number of shares of Stock such 13 Investor or such Capital Shareholder wishes to sell under its Co-Sale Right. Any Investor or any Capital Shareholder may elect to sell all or some of the shares of Stock then held by such Investor or such Capital Shareholder (or issuable upon conversion or exercise of any convertible debt, warrants, or similar securities then held by the Investors and Capital Shareholders) up to that Investor’s and Capital Shareholder’s Co-Sale Ratio with respect to its Stock. To the extent the Investors and Capital Shareholders exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 5.35.2, the Transferring Shareholder (i) may only sell its shares of Stock if the proposed transferee completes the purchase of the shares which the Investors and Capital Shareholders 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 . The Investors shall not have a Co-Sale RightRight on a Transfer by Dongguan Huarong BVI or any other holder of Series B Restricted Shares or Series C Restricted Shares if Dongguan Huarong BVI or any other Shareholder is Transferring Series B Restricted Shares or Series C Restricted Shares pursuant to Section 5.11 (and in compliance with Section 5.13) or if any other shareholder is Transferring Shares under a sale contemplated under Section 5.11.

Co-Sale Right. If the Transferring Shareholder is an a holder of Ordinary ShareholderShares, 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.