Common use of Co-Sale Rights Clause in Contracts

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.

Co-Sale Rights. In (a) Co-Sale Right. If one or more of the event that Principal Stockholders (the Company "Selling Stockholders"), in one transaction or a series of related transactions desire to enter into an agreement to transfer more than twenty percent (20%) in the aggregate, of the Company's then issued and outstanding Common Stock to a third party (the "Buyer"), such Principal Stockholder(s) shall provide the Shareholder with written notice of the proposed transaction (which notice shall specify the terms and conditions of such proposed transaction) 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 right, but not the obligation, exercisable for a period of ten (10) days, to require, as a condition sell to the sale or disposition by the Selling Shareholder to the PurchaserBuyer, that the Purchaser purchase from said Qualified Investor at the same price per Share and on upon the same terms and conditions as involved contained in such sale or disposition by the Selling notice of the proposed transaction, its "Co-Sale Pro Rata Share" of the equity securities proposed to be sold. For purposes hereof, the Shareholder. The number of shares of Stock that each Qualified Investor shall be entitled to sell to the Purchaser 's "Co-Sale Pro Rata Share" shall be determined by multiplying the number of Shares shares of the Company's Common Stock to be purchased sold in the proposed transaction by the Purchaser times a fraction, the numerator of which shall be is the number of shares of Common Stock (on an as converted basis) in the Company owned by the Qualified Investor and its Affiliates Shareholder and the denominator of which shall equal is the sum of the number of shares of the Company's Common Stock (on an as converted basis) owned held by the Selling Stockholder(s) and the Shareholder. In the event the Shareholder and his or exercises its Affiliates and all the Qualified Investors and their Affiliates. Each Qualified Investor wishing so right to participate in any such transaction pursuant to this Section 3, the Shareholder shall be required to bear its proportionate share of the expenses of the transaction, including without limitation, legal and accounting fees and expenses. To the extent the Shareholder exercises its right of participation in accordance with the terms and conditions set forth herein, the number of shares of the Company's Common Stock which the Selling Stockholder(s) may sell in the proposed sale or disposition shall be correspondingly reduced. If the Shareholder fails to notify the Company and Selling Shareholder Stockholder(s) of such intention as soon as practicable after receipt of its election to participate in the Offer made pursuant to Section 2, and in all events proposed sale within fifteen ten (1510) days after receipt thereof. In notice is given pursuant hereto, 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 Shareholder shall be delivered by hand or mailed deemed 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 have waived 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 rights under this Section 3.

Co-Sale Rights. In the event that the Company and the Qualified Investors, taken together, do The Stockholders who have not purchase all exercised their right of the Shares offered by the Selling Shareholder first refusal pursuant to and within forty-five (45) days after Section 3.3 with respect to the Offer, then each Qualified Investor Employee Offered Shares shall have the right to require, as a condition to participate in such sale of 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 Employee Offered Shares on the same terms and conditions as involved set forth in the Employee Holder Notice. If any Stockholder elects to participate in the sale of the Employee Offered Shares, such Stockholder shall give written notice to the Offering Employee of such Stockholder's election (a "Co-Sale Stockholder") within 30 days of receipt of the Employee Notice and the Offering Employee shall not consummate such sale except in compliance with this Section 3.5. To the extent that the Stockholders elect to participate in the co-sale (the "Co-Sale"), the number of Employee Offered Shares that the Offering Employee may sell in the transaction shall be correspondingly reduced. Each Co-Sale Stockholder may sell all or disposition by any part of the Selling Shareholder. The number of shares of Stock that each Qualified Investor shall be entitled to sell equal to the Purchaser shall be determined product obtained by multiplying (i) the aggregate number of Employee Offered Shares to be purchased by the Purchaser times (ii) a fraction, the numerator of which shall be is the number of shares of Stock (capital stock held by each such Co-Sale Stockholder on an as converted basis) owned by the Qualified Investor and its Affiliates date of receipt of the Employee Notice and the denominator of which shall equal is the total number of shares of Stock (on an as converted basis) owned capital stock held by the Selling Shareholder Stockholders and his or its Affiliates and all Offering Employee on the Qualified Investors and their Affiliates. Each Qualified Investor wishing so to participate in any such sale or disposition shall notify the Selling Shareholder date 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 3Employee Notice.

Co-Sale Rights. In To the event extent that an Offer Notice has been delivered as set forth in Section 3.01 above and at the Company and end of the Qualified InvestorsElection Period, taken togetherthe Other Significant Stockholders have delivered Acceptance Notices as to less than the total number of Offered Shares, do to the extent the Transferring Stockholders receive an offer or offers (with terms in compliance with the second to last sentence of Section 3.01) to purchase a remaining number of Offered Shares that constitute in the aggregate at least 20% of the outstanding shares of Common Stock on a fully diluted, as-converted as-exercised basis, the Transferring Stockholders shall deliver to each Other Significant Stockholder who has not purchase exercised its rights pursuant to Section 3.01, written notice of such offer (a "Sale Notice") which shall specify all of the Shares offered by particulars of the Selling Shareholder pursuant offer including, but not limited to, (i) the name and address of the proposed transferee(s); (ii) the number of shares and class of capital stock to be transferred; (iii) a description of all the terms of the Transfer (which must include a the per share purchase price); (iv) the name of the representative of the Transferring Stockholders and within fortythe address of such representative to which notice of election to participate in the offer is to be sent. Each Non-five (45) days after Purchasing Holder may elect to participate in the Offer, then each Qualified Investor shall have offer described in 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 Sale Notice at the same price per Share share and on the same terms by delivering written notice of its election to participate in the offer to the representative of the Transferring Stockholders within 15 days after receipt of the Sale Notice. If any Non-Purchasing Holders have elected to participate in the offer, each Transferring Stockholder and conditions as involved in such sale or disposition by the Selling Shareholder. The number of shares of Stock that each Qualified Investor Non-Purchasing Holders shall be entitled to sell pursuant to the Purchaser shall be contemplated offer, at the same price and on the same terms, a number of shares of Significant Stockholder Stock equal to the product, calculated on a fully diluted, as-converted, as-exercised basis, of (i) the quotient determined by multiplying dividing the number percentage of Shares to be purchased shares of Significant Stockholder Stock owned by such Significant Stockholder by the Purchaser times a fraction, aggregate percentage of shares of Significant Stockholder Stock owned by the numerator of which shall be Transferring Stockholder and all Non-Purchasing Holders participating in such sale and (ii) the number of shares of Significant Stockholder 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 in the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally offeredcontemplated Transfer. The Selling Shareholder Each Transferring Stockholder shall use his or its best efforts to obtain the agreement of the Purchaser prospective transferee(s) to the participation of the participating Qualified Investors Non-Purchasing Holders in the any contemplated saleTransfer, and no Transferring Stockholder shall not sell transfer any of its shares of Significant Stockholder Stock to such Purchaser any prospective transferee if such Purchaser prospective transferee(s) declines to permit allow the participating Qualified Investors to participate pursuant to participation of the terms of this Section 3Non-Purchasing Holders."

Co-Sale Rights. In the event that (a) A Stockholder shall not Transfer any of its Shares (other than Shares which have been elected to be purchased by the Company and or the Qualified Investors, taken together, do not purchase all other Stockholders pursuant to Section 3) until each of the Shares offered by the Selling Shareholder pursuant to and within forty-five (45) days after the Offer, then each Qualified Investor other Stockholders shall have been given the right opportunity, exercisable within ten days from the date of the notice to requirethem as specified in Section 3, as a condition to sell to the sale proposed transferee or disposition by the Selling Shareholder to the Purchasertransferees, that the Purchaser purchase from said Qualified Investor at the same price per Share and on upon the same terms and conditions as involved offered to the Transferring Stockholder, its Co-Sale Pro Rata Share of the shares proposed to be sold. The Stockholders participating in any such sale or disposition shall each pay a pro rata share of the reasonable expenses incurred by the Selling ShareholderTransferring Stockholder in connection therewith. The number To the extent one or more of shares the other Stockholders exercise such right of Stock that each Qualified Investor shall be entitled to sell to participation in accordance with the Purchaser shall be determined by multiplying the number of Shares to be purchased by the Purchaser times a fractionterms and conditions set forth below, the numerator of which shall be the number of shares of Common Stock (on an as converted basis) owned by which the Qualified Investor and its Affiliates and the denominator of which Transferring Stockholder may sell pursuant to Section 3 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 Affiliatesbe correspondingly reduced. Each Qualified Investor wishing so Stockholders who fail to participate in any such sale or disposition shall notify the Selling Shareholder of such intention as soon as practicable Transferring Stockholder within ten days after receipt of the Offer notice given pursuant to Section 3 shall be deemed to have waived their rights under this Section 4. Any Transfer made pursuant to this 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 4 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 consummated within 60 days of the Purchaser, any part date of the Stock proposed notice given pursuant to Section 3 and shall be sold by them at not less than the price and conditioned 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 Transferring Stockholder or proposed transferee or transferees that such Transferring Stockholder or proposed transferee or transferees will purchase each Stockholder's Co-Sale Pro Rata Share of the Shares proposed to be sold. The right of participation of each of the Stockholders (other than the Transferring Stockholder) shall be subject to delivery by a participating Stockholder to the participation Transferring Stockholder of one or more certificates, properly endorsed for transfer, which represent the participating Qualified Investors in number of Shares which the contemplated sale, and shall not Stockholder elects to 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 34.

Co-Sale Rights. In If any of the event that Stockholders (the Company "Selling Stockholders") proposes to sell any portion of his or its Shares or Future Shares (the "Third Party Sale") to a third party (the "Third Party") who is not an affiliate or relative of the Selling Stockholder, such Selling Stockholder shall first give written notice of the Third Party Sale to each other Stockholder, and the Qualified Investors, taken together, do not purchase all each other Stockholder separately may elect to sell a portion of the Shares offered or Future Shares then owned 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 such other Stockholder 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 Third Party on the same terms and conditions as involved in such sale or disposition by the Selling ShareholderStockholder (the "Co-Sale Right'). The number of shares of Stock that Shares or Future Shares owned by each Qualified Investor other Stockholder which shall be entitled to sell to the Purchaser Co-Sale Right in any instance (the "Offered Shares") shall be determined by multiplying the total number of Shares or Future Shares subject to be purchased the Third Party Sale by the Purchaser times a fraction, : (i) the numerator of which shall be the number of shares of Stock (on an as converted basis) Shares and Future Shares then owned by the Qualified Investor such other Stockholder, and its Affiliates and (ii) the denominator of which shall equal be the sum of all Shares and Future Shares then owned by all Stockholders. The Offered Shares shall be rounded down to the nearest whole number of shares and the total number of Shares and Future Shares the Selling Stockholder may convey pursuant to such Third Party Sale shall be reduced by 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 AffiliatesOffered Shares. Each Qualified Investor wishing so to participate in any such sale or disposition other Stockholder shall notify the Selling Shareholder Stockholder within thirty (30) days of such intention as soon as practicable after receipt of the Offer made notice of the Third Party Sale, whether such other Stockholder wishes to exercise its Co-Sale Right, and if such other Stockholder does not give such notice in a timely manner, such right shall expire with respect to such instance. Upon the consummation of a sale pursuant to Section 2a Third Party Sale each other Stockholder exercising its Co-Sale Right shall make available for transfer its Offered Shares and shall be entitled to receive its pro rata share of the proceeds of such sale. The Co-Sale Right may be exercised any number of times but may not be transferred by a Stockholder under any circumstances. To the extent the Third Party refuses to purchase the Offered Shares, and in all events within fifteen (15) days after receipt or any part 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 from any Stockholder exercising its Co-Sale Right hereunder, 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 Stockholder shall not sell any Stock to such Purchaser if Third Party any Shares or Future Shares, unless and until, simultaneously with such Purchaser declines to permit sale, the participating Qualified Investors to participate pursuant Selling Stockholder shall purchase such refused Offered Shares from the other Stockholder(s) on the same terms and conditions as the Selling Stockholder sells its or his Shares or Future Shares to the terms of this Section 3Third Party.