Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.
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.
Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to the Investor Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder within ten (10) business days of the date of receipt of such Transfer Notice. Each Investor Shareholder shall have the right to sell to the proposed transferee(s) as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, multiplied by a fraction, the numerator of which is the Investor Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Shareho...
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) 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").
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.
Co-Sale Rights. The Company shall, and shall cause its officers and directors (collectively with the Company the "Shareholders") to, grant to the undersigned a right of co-sale (on a pro-rata basis) such that upon notice to the undersigned of any non-public sale or disposition of shares of the Company by such Shareholders and/or the Company, the undersigned, upon written notice to the Company and/or the selling Shareholders, shall be entitled to participate, pro-rata as determined by each party's percentage ownership in the Company, in such sale of shares of the Company on the same terms and conditions as the Company and/or the selling Shareholders. In the event the Company or a Shareholder sells any shares in contravention of the co-sale rights of the undersigned under this Agreement (a "Prohibited Transfer"), the undersigned, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the "put" option provided below, and the Company and the Shareholders shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, the undersigned shall have the right to sell to the Company the number of shares equal to the number of shares the undersigned would have been entitled to transfer to the purchaser hereunder had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:
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.
Co-Sale Rights. In the event that the Company and the Qualified Investors, taken together, do not purchase all of the Shares offered by the Selling Shareholder pursuant to and within forty-five (45) days after the Offer, then each Qualified Investor shall have the right to require, as a condition to the sale or disposition by the Selling Shareholder to the Purchaser, that the Purchaser purchase from said Qualified Investor at the same price per Share and on the same terms and conditions as involved in such sale or disposition by the Selling Shareholder. The number of shares of Stock that each Qualified Investor shall be entitled to sell to the Purchaser shall be determined by multiplying the number of Shares to be purchased by the Purchaser times a fraction, the numerator of which shall be the number of shares of Stock (on an as converted basis) owned by the Qualified Investor and its Affiliates and the denominator of which shall equal the number of shares of Stock (on an as converted basis) owned by the Selling Shareholder and his or its Affiliates and all the Qualified Investors and their Affiliates. Each Qualified Investor wishing so to participate in any such sale or disposition shall notify the Selling Shareholder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt thereof. In the event that a Qualified Investor shall elect to participate in such sale or disposition, said Qualified Investor shall individually communicate such election to the Selling Shareholder, which communication shall be delivered by hand or mailed to the Selling Shareholder at the address set forth in Section 7 below. The Selling Shareholder and/or each participating Qualified Investor shall sell to the Purchaser all, or at the option of the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally offered. The Selling Shareholder shall use his or its best efforts to obtain the agreement of the Purchaser to the participation of the participating Qualified Investors in the contemplated sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Qualified Investors to participate pursuant to the terms of this Section 3.
