Common use of Co-Sale Rights Clause in Contracts

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 elects not to participate in the contemplated Transfer by the Selling Shareholder, the Selling Shareholder and any Other Shareholder that has elected to participate in such Transfer pursuant to this Section 3 may Transfer the Shares specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice during the 90-day period immediately following the Authorization Date. Any Shares not Transferred within such 90-day period shall be subject to the provision of this Section 3 in the case of any proposed subsequent Transfer. d. Notwithstanding anything to the contrary contained in any other provision of this Agreement, the restrictions set forth in this Section 3 shall not apply to any Transfer of Shares (a) by Transport among its Affiliates controlled by Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx Incorporated, or (b) by a So Cal Shareholder to a Permitted Transferee, or to any other Person made for bona fide estate planning purposes and approved by consent of the Board; or (c) by any Shareholder (i) in an Initial Public Offering or in a Public Sale following an Initial Public Offering or (ii) pursuant to a proportionate redemption of common stock by the Company, provided that the restrictions contained in this Section 3 shall continue to be applicable to the Shares after any such Transfer described in clause (a), (b) and (c)(ii) and provided further that the Transferees of such Shares described in clause (a), (b) and (c)(ii) shall have agreed in writing to be bound by the obligations of the Transferor under the provisions of this Agreement affecting the Shares so Transferred.

Co-Sale Rights. a. At least The Stockholders who have not exercised their right of first refusal pursuant to Section 3.3 with respect to the Employee Offered Shares shall have the right to participate in such sale of the Employee Offered Shares on the same terms and conditions as 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 prior 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 any Transfer of Shares by any Shareholder, such Shareholder participate in the co-sale (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"Co-Sale"), the number of shares to be Transferred and Employee Offered Shares that the terms and conditions of the Transfer. The Other Shareholders Offering Employee 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 transaction shall be correspondingly reduced. Each Co-Sale Stockholder may sell all or any part of the same price and on the same terms, a number of Shares shares equal to the product of obtained by multiplying (i) the quotient determined aggregate number of Employee Offered Shares by dividing (ii) a fraction, the percentage numerator of which is the number of Shares owned shares of capital stock held by each such Shareholder Co-Sale Stockholder on the date of receipt of the Employee Notice and the denominator of which is the total number of shares of capital stock held by the aggregate percentage Stockholders and Offering Employee on the date of receipt 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)Employee Notice. 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 elects not to participate in the contemplated Transfer by the Selling Shareholder, the Selling Shareholder and any Other Shareholder that has elected to participate in such Transfer pursuant to this Section 3 may Transfer the Shares specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice during the 90-day period immediately following the Authorization Date. Any Shares not Transferred within such 90-day period shall be subject to the provision of this Section 3 in the case of any proposed subsequent Transfer. d. Notwithstanding anything to the contrary contained in any other provision of this Agreement, the restrictions set forth in this Section 3 shall not apply to any Transfer of Shares (a) by Transport among its Affiliates controlled by Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx Incorporated, or (b) by a So Cal Shareholder to a Permitted Transferee, or to any other Person made for bona fide estate planning purposes and approved by consent of the Board; or (c) by any Shareholder (i) in an Initial Public Offering or in a Public Sale following an Initial Public Offering or (ii) pursuant to a proportionate redemption of common stock by the Company, provided that the restrictions contained in this Section 3 shall continue to be applicable to the Shares after any such Transfer described in clause (a), (b) and (c)(ii) and provided further that the Transferees of such Shares described in clause (a), (b) and (c)(ii) shall have agreed in writing to be bound by the obligations of the Transferor under the provisions of this Agreement affecting the Shares so Transferred.

Co-Sale Rights. a. At least 30 days prior (a) If a Shareholder proposes to sell or transfer any Transfer of Shares owned by any Shareholder, such Shareholder (as of the “Selling Shareholder”) date hereof in one or more related transactions, then such selling Shareholder shall deliver a promptly give written notice (the “Sale "Notice”") to the Company and the other Shareholders at least twenty (20) days prior to the “Other Shareholders”), specifying closing of such sale or transfer. The Notice shall describe in reasonable detail the identity of the prospective Transferee(s)proposed sale or transfer including, without limitation, the number of shares Shares to be Transferred sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that the sale or transfer is being made pursuant to the provisions of paragraphs 1(g) or l(h) below, the Notice shall state under which paragraph the sale or transfer is being made. (b) The other Shareholders shall have the right, exercisable upon written notice to such selling Shareholder within ten (10) days after receipt of the Notice, to participate in such sale of Shares on the same terms and conditions. To the extent the other Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Shares that the Transfer. The Other Shareholders selling Shareholder 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 transaction shall be correspondingly reduced. (c) Each other Shareholder may sell all or any part of that number of Shares equal to the product of obtained by multiplying (i) the quotient determined aggregate number of Shares covered by dividing the percentage Notice by (ii) a fraction the numerator of which is the number of Shares owned by such other Shareholder by at the aggregate percentage time of the sale or transfer and the denominator of which is the sum of the total number of Shares owned by the Selling selling Shareholder and such other Shareholder at the Other Shareholders participating time of the sale or transfer. (d) Each other Shareholder shall effect his participation in such the sale by promptly delivering to the selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type 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 which such time owns 30% of all Shares and if one Other 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)sell. 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 elects not to participate in the contemplated Transfer by the Selling Shareholder, the Selling Shareholder and any Other Shareholder that has elected to participate in such Transfer pursuant to this Section 3 may Transfer the Shares specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice during the 90-day period immediately following the Authorization Date. Any Shares not Transferred within such 90-day period shall be subject to the provision of this Section 3 in the case of any proposed subsequent Transfer. d. Notwithstanding anything to the contrary contained in any other provision of this Agreement, the restrictions set forth in this Section 3 shall not apply to any Transfer of Shares (a) by Transport among its Affiliates controlled by Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx Incorporated, or (b) by a So Cal Shareholder to a Permitted Transferee, or to any other Person made for bona fide estate planning purposes and approved by consent of the Board; or (c) by any Shareholder (i) in an Initial Public Offering or in a Public Sale following an Initial Public Offering or (ii) pursuant to a proportionate redemption of common stock by the Company, provided that the restrictions contained in this Section 3 shall continue to be applicable to the Shares after any such Transfer described in clause (a), (b) and (c)(ii) and provided further that the Transferees of such Shares described in clause (a), (b) and (c)(ii) shall have agreed in writing to be bound by the obligations of the Transferor under the provisions of this Agreement affecting the Shares so Transferred.

Co-Sale Rights. a. At least 30 days prior to any Transfer of Shares by any Shareholder, such Shareholder (In the “Selling Shareholder”) shall deliver a written notice (the “Sale Notice”) to event that the Company and the other Shareholders (the “Other Shareholders”)Qualified Investors, specifying in reasonable detail the identity taken together, do not purchase all of the prospective Transferee(s)Shares offered by the Selling Shareholder pursuant to and within forty-five (45) days after the Offer, then each Qualified Investor shall have the number of shares right to be Transferred and require, as a condition to the terms and conditions of sale or disposition by the Transfer. The Other Shareholders may elect Selling Shareholder to participate in the contemplated Transfer Purchaser, that the Purchaser purchase from said Qualified Investor at the same price per share Share and on the same terms and conditions as involved in such sale or disposition by delivering written notice to the Company and the Selling Shareholder within 30 days after delivery Shareholder. The number of the Sale Notice (the “Authorization Date”). If any Other Shareholders have elected to participate in such Transfer, shares of Stock that each of the Selling Shareholder and such Other Shareholders Qualified Investor 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 Purchaser shall be determined by dividing the percentage of multiplying the number of Shares owned by such Shareholder to be purchased by the aggregate percentage Purchaser times a fraction, the numerator of which shall be the number of Shares 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 Other Shareholders participating 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 and (ii) the number of Shares or disposition, said Qualified Investor shall individually communicate such election 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 which communication shall be delivered by hand or mailed to 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 address set forth in Section 7 below. The Selling Shareholder would 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 entitled sold by them at not less than the price and upon other terms and conditions, if any, not more favorable 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. Purchaser than those originally offered. The Selling Shareholder shall use his, her his or its reasonable best efforts to obtain the agreement of the prospective Transferee(s) Purchaser 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 elects not to participate participating Qualified Investors in the contemplated Transfer by sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the Selling Shareholder, the Selling Shareholder and any Other Shareholder that has elected participating Qualified Investors to participate in such Transfer pursuant to this Section 3 may Transfer the Shares specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice during the 90-day period immediately following the Authorization Date. Any Shares not Transferred within such 90-day period shall be subject to the provision of this Section 3 in the case of any proposed subsequent Transfer3. d. Notwithstanding anything to the contrary contained in any other provision of this Agreement, the restrictions set forth in this Section 3 shall not apply to any Transfer of Shares (a) by Transport among its Affiliates controlled by Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx Incorporated, or (b) by a So Cal Shareholder to a Permitted Transferee, or to any other Person made for bona fide estate planning purposes and approved by consent of the Board; or (c) by any Shareholder (i) in an Initial Public Offering or in a Public Sale following an Initial Public Offering or (ii) pursuant to a proportionate redemption of common stock by the Company, provided that the restrictions contained in this Section 3 shall continue to be applicable to the Shares after any such Transfer described in clause (a), (b) and (c)(ii) and provided further that the Transferees of such Shares described in clause (a), (b) and (c)(ii) shall have agreed in writing to be bound by the obligations of the Transferor under the provisions of this Agreement affecting the Shares so Transferred.