Common use of Co-Sale Right Clause in Contracts

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. (a) If at any time the Managing Member determines to Transfer some or all of its Interest in a Transferring Change of Control Event (other than in a Transfer to an Affiliate of the Managing Member elects and excluding, for the avoidance of doubt, any Transfer of Capital Stock of the Managing Member) and does not exercise its rights under Section 9.6, the Managing Member shall provide the Founder Members with at least thirty (30) days’ prior written notice of such Transfer, together with a reasonable description of the terms of the offer to transfer Transfer such Interest, including 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 price thereof (the “Co-Sale RightManaging Member Transfer Notice”). (b) Each Founder Member shall have the right, exercisable upon by delivering to the Managing Member a written notice to the Transferring Member with a copy to the Company within ten (10) Business Days days after the expiration receipt of the Right of First RefusalManaging Member Transfer Notice (each, 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 a “Co-Sale Right Exercise Notice”), to Transfer to the purchaser in accordance with such transaction on the same terms and conditions set forth belowas the Transfer by the Managing Member, the Offered Interest which such Transferring Member may sell pursuant up 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 a percentage of the sale proceeds number of Units then held by such Founder Member as is equal to which such Holder the percentage that the number of Units that the Managing Member is entitled proposing to so Transfer bears to the total number of Units then held by reason of its participation in such sale, as determined in the reasonable judgment of the Executive BoardManaging Member; provided, however, that if the aggregate number of Units which the Managing Member and the Founder Members wish to Transfer to such Holders purchaser exceeds the number of Units which the purchaser desires to purchase, then the number of Units so offered by each such Member shall be reduced by such number as required to permit each such Member to Transfer to the purchaser a percentage of the Units to be sold to such purchaser equal to a fraction, the numerator of which shall be the number of Units such Member then holds, and the denominator of which shall be the total number of Units then held by all Members so desiring to Transfer Units. Notwithstanding the foregoing, the obligations of the Founder Members under this Section 9.5 are subject to the following conditions: (i) the consideration payable upon consummation of such Transfer to the Founder Members participating in such Transfer in respect of their Units will not shall be required to make representations, warranties or indemnifications other than allocated with respect to title each Unit being Transferred in accordance with Section 10.2 (provided that for purposes of Section 5.14(a), the reference to its Units then-outstanding Percentage Interests shall be deemed to refer to the Percentage Interests sold by the Members); (ii) the expenses incurred by the Managing Member or Membership Interestany additional escrow for post-closing expenses established by the Managing Member shall be borne by the Members participating in such Transfer in accordance with the Percentage Interest being sold by such Founder Member relative to the Percentage Interests being sold by all of the Members, and (iii) no Founder Member participating in such Transfer shall be obligated to execute and deliver any document that would require such Founder Member to (1) make any representations or to enter into non-competition or similar agreements. For warranties about the Company (other than, for the avoidance of doubt, a Holder representations or warranties with respect to such Founder Member’s title to and ownership of Units such Founder Member’s Interest (the “Permitted Representations”)), or (2) assume any indemnification obligation or liability of any kind, other than Investor Units (i) an obligation to indemnify for any breach of such Founder Member’s representations, warranties and covenants and (ii) an obligation to indemnify on a several (and not joint) basis for the breach of any other representations, warranties and covenants relating to the Company (whether made by the Company or Common Units exercising its the Managing Member on behalf of the Company), which liability shall not in any event exceed the value of the consideration received by such Founder Member in such sale (other than liability resulting from such Founder Member’s fraud or intentional misconduct). (c) In the event that a Founder Member does not deliver to the Managing Member a Co-Sale Right may not be entitled to the same proportion Exercise Notice within ten (10) days after delivery of the sale proceeds on a per Unit basis as a Holder of Investor Units or Common Units exercising Managing Member Transfer Notice, such Founder Member shall be deemed to have waived its Co-Sale Right rights under this Section 9.5 with respect to such Transfer by the Managing Member, and the allocation Managing Member may thereafter consummate the transaction without such Founder Member’s participation therein within ninety (90) days after expiration of the sale proceeds among all participating Holdersforegoing ten day period. In the event Managing Member does not consummate such transaction during such ninety (90) day period, as determined in accordance with it shall be required to give the Founder Members a new Managing Member Transfer Notice, and the provisions of this Section 13.179.5 shall again apply.