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) If at any time prior to the Restrictions Termination Date a Shareholder proposes to effect a Disposition of any or all of the Shares owned by such Shareholder to a third party (such transferee for purposes of this Section 2.4 is referred to as the "Transferee") other than a transaction described in paragraphs(a), (c) and (d) of the definition "Permitted Disposition," and such Shareholder shall have complied with the provisions of Section 2.2 hereof (for the purposes of this Section 2.4, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor on the same terms as the proposed sale or disposition from Shareholder a number of Common Stock Equivalents equal to the product of (i) the number of Common Stock Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Shareholder proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Common Stock Equivalents owned beneficially and of record by such Shareholder and Investor (for the purposes of this Section 2.4, such number of Common Stock Equivalents is hereinafter referred to as the "Allocation Shares"). (b) Such Shareholder shall give written notice (for the purposes of this Section 2.4, the "Co-Sale Notice") to Investor which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares to be sold or otherwise disposed of, and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Shareholder and by the Transferee or the Company, as applicable, and shall be an irrevocable offer, open for fifteen (15) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt of the Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder in writing of the number of Allocation Shares, if any, Investor wishes to sell to the Transferee. Such Shareholder may not consummate the proposed sale or disposition t...

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. If neither the Company nor the Investors has elected to purchase all of the Management Stock specified in the Sale Notice pursuant to Section 3.1 above, each Investor may elect to participate in the contemplated transfer by delivering written notice to the Management Holder and the Company within 15 business days after receipt by the Investor of the Sale Notice. If any Investor has elected to participate in such sale, the Management Holder and the electing Investors will be entitled to sell in the contemplated sale, at the same price and on the same terms, a number of shares of the Company's Common Stock equal to the product of (i) the quotient determined by dividing the percentage of the Company's Common Stock (on a fully-diluted basis) held by such person, by the aggregate percentage of the Company's Common Stock (on a fully-diluted basis) owned by the Management Holder and all electing Investors and (ii) the number of shares of Common Stock to be sold in the contemplated sale. For Example, if the Sale Notice contemplated a sale of 100 shares of Common Stock, and if the Management Holder was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if one Investor elected to participate and the Investor owned 20% of the Company's Common Stock (on a fully-diluted basis), the Management Holder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). If the Management Holder is selling Preferred Stock, the calculation set forth above shall be done assuming conversion of the Preferred Stock. The Investors participating in such a sale of Preferred Stock by a Management Holder shall have the option of selling Preferred Stock or Common Stock. The Management Holder will use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated transfer and will not transfer any Management Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of Investors.

Co-Sale Rights. 11.1 If a Holder proposes to sell any shares of its Series C Preferred Stock (the “Selling Holder”) then the Selling Holder shall promptly give written notice (the “Notice”) to each of the other Holders at least 30 days prior to the closing of such sale. The Notice shall describe in reasonable detail the proposed sale including, without limitation, the number of shares of Series C Preferred Stock to be transferred, the nature of such sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. 11.2 Each other Holder (the “Participating Holder”) shall have the right, exercisable upon written notice to such Selling Holder within 15 days of the Notice, to participate in such sale of Series C Preferred Stock on the same terms and conditions. Such notice shall indicate the number of shares of Series C Preferred Stock such Participating Holder wishes to sell. (a) Each Participating Holder shall effect its participation in the sale by promptly delivering to such Selling Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Series C Preferred Stock which such Participating Holder elects to sell. (b) The stock certificate or certificates that the Participating Holder delivers to such Selling Holder shall be transferred to the prospective purchaser in consummation of the sale of the Series C Preferred Stock pursuant to the terms and conditions specified in the Notice, and the Selling Holder shall concurrently therewith remit to such Participating Holder that portion of the sale proceeds to which such Participating Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunder, such Selling Holder shall not sell to such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the Notice. (c) To the extent that the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by such Selling Holder subject to the Notice, such Selling Holder may enter into an agree...

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 ...