Co-Sale Rights Sample Clauses

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applica...

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subje...

Co-Sale Rights. The Investors may elect to participate in the contemplated Transfer by delivering written notice to Executive within 90 days after delivery of the Sale Notice to the Investors. If any of the Investors (each a "Participating Investor") have elected to participate in such Transfer, and any of the Units specified in the Sale Notice are Common Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Units equal to the product of (x) the quotient determined by dividing the percentage of Common Units owned by such Person by the aggregate percentage of Common Units owned by Executive and all Participating Investors and (y) the number of Common Units to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Common Units by Executive, and if Executive was at such time the owner of 30% of Holdings' outstanding Common Units (on a fully-diluted basis) and if one Participating Investor elects to participate and such Participating Investor owns 20% of Holdings' outstanding Common Units (on a fully-diluted basis), Executive would be entitled to sell 60 Common Units ((30% / 50%) x 100 Units) and the Participating Investor would be entitled to sell 40 Common Units ((20% / 50%) x 100 Units). If any of the Executive Units specified in the Sale Notice consist of Class C Preferred Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units by Executive, and if the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by Executive was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Exe...

Co-Sale Rights. (a) The Series A Shareholders, the Series B Shareholders and the Series C Shareholders may elect to participate in the transaction contemplated by Section 6(d) with respect to a Transfer of any Offered Securities owned by any holder of Series A1 Preferred Stock or any shares of Capital Stock owned, directly or indirectly, by Xxxx (the “Co-Sale Securities”), except for a Permissible Transfer. For purposes of this Section 7, Xxxx and any holder of Series A1 Stock who has delivered an Offer Notice shall be referred to as the “Co-Sale Seller.” (b) Upon receipt of the Offer Notice described in Section 6 above with respect to an offer to sell Co-Sale Securities, each Series A Shareholder, each Series B Shareholder and each Series C Shareholder shall have the right and option during the twenty (20) Business Day period following receipt of the Offer Notice to elect to sell, at the price and on the same terms and conditions stated in the Offer Notice, a number of shares of Series A Stock, Series B Stock or Series C Stock, as applicable, equal to the product obtained by multiplying (i) the Co-Sale Securities subject to the Offer Notice (calculated on an as converted basis), by (ii) a fraction, the numerator of which is the number of shares of Series A Stock held by such Series A Shareholder (calculated on an as converted basis), the number of shares of Series B Stock held by such Series B Shareholder (calculated on an as converted basis), or the number of shares of Series C Stock held by such Series C Shareholder (calculated on an as converted basis), as applicable, and the denominator of which is the sum of the total number of shares of Capital Stock of the Company at that time owned by such Series A Shareholder, Series B Shareholder or Series C Shareholder, as applicable, and all other holders of Preferred Stock (including the Co-Sale Seller and calculated on an as converted basis) electing to sell. (c) Any such election shall be made by written notice (a “Co-Sale Acceptance”) to the Co-Sale Seller within twenty (20) Business Days following delivery of the Offer Notice. Thereupon, the Co-Sale Seller shall not sell any of the subject Co-Sale Securities until each Series A Shareholder, Series B Shareholder and Series C Shareholder who has timely delivered a Co-Sale Acceptance shall have been afforded the opportunity to sell its pro rata share (calculated pursuant to paragraph (b) above) of its shares of Series A Stock, Series B Stock or Series C Stock, as applicable...

Co-Sale Rights. In the event that Samstock enters into an agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstock, Samstock shall first notify the New Investors in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Samstock and shall have no effect on Samstock's or the New Investors' rights or obligations under this Section 1). The New Investors thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Samstock; provided, however, that the New Investors' right to participate in the proposed sale shall be subordinate to the rights of the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) to participate in the proposed sale. In order to exercise its co-sale rights, the New Investors, within ten (10) business days after receiving notice from Samstock, shall deliver to Samstock a written election to participate in the sale to the extent allowed by this Section 1. If the New Investors have elected to participate in the proposed sale, the New Investors shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors by the aggregate number of Shares owned by the New Investors and Samstock multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and the Stockholders' Agreement. Notwithstanding anything to the contrar...

Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-paragraph 3D(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by ----------- Purchaser, and if Purchaser was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-diluted basis), Purchaser would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR. (ii) The purchase price to be paid by any transferee for shares of Class A Common transferred in accordance with this paragraph 3D shall be equal to the amount per share of Class A Common which such transferee has agreed to pay to Purchaser.

Co-Sale Rights. The Xxxxxxxxx Group, L.L.C., Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx shall be referred to as the "Founders." If any Founder (a "Selling Founder") shall offer to sell any of the shares of Common Stock held by it as of the date hereof or subsequently acquired to any third party: (a) Such Selling Founder shall deliver a notice (a "Sale Notice") to each Investor stating (i) its bona fide intention to offer such Common Stock, (ii) the number of shares of Common Stock to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Common Stock. (b) By written notification received by the Selling Founder within twenty (20) calendar days after giving of the Sale Notice, each Investor (including its affiliates) may elect to sell, at the price and on the terms specified in the Sale Notice, up to that portion of such Common Stock which equals the proportion that the number of shares of Common Stock issued and held or issuable upon conversion of the Warrants then held by such Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of shares of Series A Preferred Stock or Warrants then held by the Selling Founder and all other Investors and any Series A Holders electing to participate in such sale. The Selling Founders shall promptly, in writing, inform each Investor and Series A Holder that sells all of such securities available to it (a "Fully-Selling Investor") of any other Investor's or Series A Holder's failure to do likewise. During the ten-day period following delivery of such information, each Fully-Selling Investor shall be entitled to sell that portion of such securities which Investors or Series A Holders were entitled to sell but which were not sold by the Investors or Series A Holders which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Shares then held, by such Fully-Selling Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion of all convertible securities (including the Warrants) and the exercise of all options, warrants or rights to purchase Common Stock or other securities convertible into or exercisable for shares of Common Stock) then held by all Fully-Selling Investors ("Co-Sale Proportional Share"). If any Investor fails to sell its Co-sale Proportional Share, any affiliate of such Investor may sell the shares available to, but not sold by, such Inves...

Co-Sale Rights. (a) MVII shall not Transfer in any one transaction or series of related transactions more than forty percent (40%) of the total number of Common Shares standing in its name as of the Second Closing Date unless the DSI Shareholders are permitted to sell a number of Common Shares owned by the DSI Group determined in accordance with Section 2.05(c) to the third-party offeror at the same price and on the same terms as the offer is proposed to be effected (a "Third-Party Offer") to MVII. (b) MVII shall cause the Third Party Offer to be reduced to writing and shall send written notice of the Third Party Offer, including the name of the offeror, the number of Common Shares the offeror proposes to purchase, and the price and other terms the offeror proposes for the purchase of the Common Shares (the "Inclusion Notice") to each DSI Shareholder in the manner specified in Section 3.01(i). Within five (5) Business Days after delivery of the Inclusion Notice, each DSI Shareholder may accept the offer included in the Inclusion Notice by furnishing written notice of such acceptance to MVII. If none of the DSI Shareholders accepts such offer within such time period, MVII shall be free, at any time within the next 180 days to sell its shares to such third party on the terms contained in the Third Party Offer free and clear of the terms and conditions of this Agreement. (c) Each DSI Shareholder shall have the right to sell pursuant to the Third Party Offer a number of Common Shares equal to the product of (x) the number of Common Shares covered by the Third Party Offer and (y) a fraction, the numerator of which is the total number of Common Shares then owned by such DSI Shareholder and the denominator of which is the total number of Common Shares then owned by MVII and such DSI Shareholder free and clear of MVII's right of first refusal and the voting agreement.

Co-Sale Rights a. At least 30 days prior to any Transfer of Shares by any Shareholder, such Shareholder (the “Selling Shareholder”) shall deliver a written notice (the “Sale Notice”) to the Company and the other Shareholders (the “Other Shareholders”), specifying in reasonable detail the identity of the prospective Transferee(s), the number of shares to be Transferred and the terms and conditions of the Transfer. The Other Shareholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the Company and the Selling Shareholder within 30 days after delivery of the Sale Notice (the “Authorization Date”). If any Other Shareholders have elected to participate in such Transfer, each of the Selling Shareholder and such Other Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shares equal to the product of (i) the quotient determined by dividing the percentage of the number of Shares owned by such Shareholder by the aggregate percentage of the number of Shares owned by the Selling Shareholder and the Other Shareholders participating in such sale and (ii) the number of Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shares by the Selling Shareholder, and if the Selling Shareholder at such time owns 30% of all Shares and if one Other Shareholder elects to participate and owns 20% of all Shares, the Selling Shareholder would be entitled to sell 60 Shares (30% ÷ 50% x 100 Shares) and the Other Shareholder would be entitled to sell 40 Shares (20% ÷ 50% x 100 Shares). b. The Selling Shareholder shall use his, her or its reasonable best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Shareholders in any contemplated Transfer, and the Selling Shareholder shall not Transfer any of his, her or its Shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Shareholders. Each Other Shareholder Transferring Shares pursuant to this Section 3.b shall pay his, her or its pro rata share (based on the number of Shares to be sold) of the expenses incurred by the Shareholders in connection with such Transfer, provided that no such payment shall be required with respect to any expenses that are otherwise paid by the Company, if any, or the Transferee. c. If any Other Shareholder ...

Co-Sale Rights. There shall be disclosed to the Holder -------------- (i) by the Company at least 45 days prior to the consummation of a change of control as defined in paragraph 7.2.1, (ii) by the Principal Stockholders a proposed transaction involving the transfer of more than 10% of the Common Stock Outstanding and (iii) by Xxxx X. Xxxxxx a proposed transaction involving the transfer of more than 10% of his shares of Common Stock Outstanding, the identity of the proposed transferee and the terms and conditions of the proposed transfer in reasonable detail. In the event of such a transaction the Holder may, subject to the provisions of the Stockholders Agreement, elect to participate in the transaction by delivering written notice of such election to the Company or the Principal Stockholders or Xxxx X. Xxxxxx, or as the case may be, within 15 days after receipt of such disclosure. The Holder may participate in the transaction by selling to the transferee Warrant Shares or other shares of Common Stock then held by Holder. Holder shall have the right to sell a number of shares of Common Stock determined by multiplying in the total number of shares of Common Stock owned by the Holder (assuming exercise of all Warrants held by the Holder) by a fraction the numerator of which is the total number of shares of Common Stock to be acquired by the transferee in the transaction and the denominator of which shall be the Common Stock Outstanding in the case of the Company, the total shares owned to be transferred by the Principal Stockholders transferring shares in the case of the Principal Stockholders and the total shares owned by Xxxx X. Xxxxxx in his case. Such sale shall be at the same price per share to be received by the other selling stockholders. In the event that the transaction takes the form of a sale of assets of the Company, the Holder shall have the right to receive the same consideration per share, if any, received by other holders of Common Stock in connection with such transaction. This paragraph shall not apply to transfers among Principal Stockholders or transfers by a Principal Stockholder or Xxxx X. Xxxxxx to a member or members of their immediate families or to a trust for the account of the transferor or a member or members of the transferor's immediate family.