Common use of Co-Sale Rights Clause in Contracts

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. If neither (a) At least 60 days prior to any transfer of Common Stock by a Xxxxxxx Stockholder (a "Xxxxxxx Transfer"), the Company nor selling Xxxxxxx Stockholder shall deliver a sale notice (a "Xxxxxxx Sale Notice") to the Investors has elected to purchase all Investor specifying in reasonable detail the identity of the Management Stock specified in prospective transferee(s), the Sale Notice pursuant number of shares to Section 3.1 above, each be transferred and the terms and conditions of the Xxxxxxx Transfer. The Investor may elect to participate in the contemplated transfer Xxxxxxx Transfer at the same price per share of Common Stock and on the same terms by delivering written notice to the Management Holder and the Company selling Xxxxxxx Stockholder within 15 business 30 days after receipt by the Investor delivery of the Xxxxxxx Sale Notice. If any the Investor has shall have elected to participate in such saleXxxxxxx Transfer, the Management Holder and the electing Investors will Investor shall be entitled to sell in the contemplated saleXxxxxxx Transfer, at the same price and on the same terms, a number of shares of the Company's Common Stock Shares equal to the product of (i) the quotient determined by dividing (x) the percentage number of the Company's shares of 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 Investor by (y) the number of shares of Common Stock owned by the Investor plus the number of shares of Common Stock owned by the selling Xxxxxxx Stockholder and (ii) the number of shares of Common Stock to be sold in the contemplated saleXxxxxxx Transfer. For Exampleexample, if the Xxxxxxx Sale Notice contemplated a sale of 50 shares of Common Stock by a Xxxxxxx Stockholder, and if the Xxxxxxx Stockholder at such time owns 400 Shares and if the Investor elects to participate and owns 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 Xxxxxxx Stockholder would be entitled to sell 60 40 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 10 shares (20% / 50% x 100 100/500 × 50 shares). If . (b) In order to be entitled to exercise the Management Holder is selling Preferred Stockright to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the calculation set forth above Investor must agree to make substantially the same representations, warranties, covenants and indemnities and other similar agreements as the selling Xxxxxxx Stockholder agrees to make in connection with the proposed Xxxxxxx Transfer. (c) The selling Xxxxxxx Stockholder 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 commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors Investor in the any contemplated transfer Xxxxxxx Transfer, and will a Xxxxxxx Stockholder shall not transfer any Management shares of Common Stock to the any prospective transferee if such prospective transferee(s) if such transferee(s) refuses declines to allow the participation of Investorsthe Investor. The Investor shall be required to pay any portion of the transaction costs associated with such Xxxxxxx Transfer other than the Investor's legal expenses.

Co-Sale Rights. If neither the Company nor the Investors has Any Other Holders who have not elected to purchase all of Specified Shares from the Management Stock specified in the Sale Notice Transferring Stockholder pursuant to Section 3.1 above, each Investor paragraph 4(c) may elect to participate in the contemplated transfer proposed Transfer by delivering written notice to the Management Holder Transferring Stockholder and the Company within 15 business 45 days after receipt the Sale Notice has been delivered by the Investor of the Sale NoticeTransferring Stockholder. If any Investor has elected such Other Holder elects to participate in such saleTransfer (a "Participating Stockholder"), the Management Holder Transferring Stockholder and the electing Investors will each Participating Stockholder shall be entitled to sell in the contemplated saleTransfer, at the same price and on the same terms, a number of shares of the Company's Common Stock Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by the Company's Common Stock (on a fully-diluted basis) held by such person, Participating Stockholder by the aggregate percentage of the Company's Common Stock (on a fully-diluted basis) Stockholder Shares owned by the Management Holder Transferring Stockholder and all electing Investors Participating Stockholders and (ii) the number of shares of Common Stock Stockholder Shares to be sold in the contemplated saleTransfer. For Exampleexample, if the Sale Notice contemplated a sale of 100 shares of Common StockStockholder Shares by the Transferring Stockholder, and if the Management Holder was Transferring Stockholder at such time the owner of owns 30% of the Company's Common Stock (on a fully-diluted basis) all Stockholder Shares and if one Investor elected to participate and the Investor owned Participating Stockholder owns 20% of the Company's Common Stock (on a fully-diluted basis)all Stockholder Shares, the Management Holder Transferring Stockholder would be entitled to sell 60 shares (30% / 5030%[div]50% x 100 shares) and the Investor Participating Stockholder would be entitled to sell 40 shares (20% / 5020%[div]50% x 100 shares). If the Management Holder is selling Preferred Stock, the calculation set forth above Each Transferring Stockholder 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 Participating Stockholder in the any such contemplated transfer Transfer, and will not no Transferring Stockholder shall transfer any Management Stock of its Stockholder Shares to the any prospective transferee if such prospective transferee(s) if such transferee(s) refuses declines to allow the participation of the Participating Stockholder. Each Person transferring Stockholder Shares pursuant to this paragraph 4(d) shall pay its pro rata share (based on the number of Stockholder Shares to be sold) of any expenses incurred in connection with such Transfer and shall be obligated to join on a pro rata basis in any indemnification or other obligations that the Transferring Stockholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer. In the event that any Management Holder elects neither to purchase any Specified Shares pursuant to paragraph 4(c) nor to participate in any Transfer pursuant to the terms of this paragraph 4(d), those shares which such Management Holder would have been entitled to sell in such Transfer (the "Management Participating Shares") shall cease to be subject to the restrictions set forth in paragraph 3 hereof, but shall continue to be subject to the restrictions set forth in this paragraph 4. Notwithstanding the foregoing, in the event that the participation of any Management Holder pursuant to this paragraph 4(d) would result in a Change of Control, the prior written consent of ARI (if the Transferring Stockholder is one of the Investors) or the Investors (if the Transferring Stockholder is ARI), as the case may be, shall be required for such Management Holder to participate in such Transfer.

Co-Sale Rights. If neither (a) Prior to any transfer of Shares by Ixxxx Financial, Ixxxx Financial shall first notify Dxxxxxx in writing at least 30 days in advance of the Company nor the Investors has elected to purchase intended transfer. The notice shall contain 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 terms of the Sale Notice. If any Investor has elected to participate in such saletransfer, including, without limitation, the Management Holder name and address of the electing Investors will be entitled to sell in prospective transferee, the contemplated sale, at the same purchase price and other terms and conditions of payment (or the minimum purchase price or basis for determining the minimum purchase price and minimum acceptable other terms and conditions), the date on or about which the same termstransfer is to be made, 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 or Preferred Stock to be sold transferred, and the percentage of Ixxxx Financial’s total holdings of Shares that those Shares represent (the “Ixxxx Notice”). (b) Within ten business days after receipt of the Ixxxx Notice, Dxxxxxx may notify Ixxxx Financial (“Dxxxxxx Notice”) that Dxxxxxx will either (i) purchase her vested pro rata share (as provided in paragraph (c) below) of Ixxxx Financial’s Shares to be subject to the prospective transfer on the terms and conditions set forth in the contemplated sale. For ExampleIxxxx Notice, if or (ii) transfer to either the Sale buyer named in the Ixxxx Notice contemplated a sale or to Ixxxx Financial, the number of 100 Dxxxxxx Shares that is equal to her pro rata share (as provided in paragraph (c) below) of the number of Shares of Ixxxx Financial’s Shares that are subject to the prospective transfer, in each case on the same terms and conditions as set forth in the Ixxxx Notice. (c) With respect to any Ixxxx Notice Dxxxxxx receives under this Section 4.01, unless Ixxxx Financial otherwise agrees, the maximum number of Dxxxxxx Shares that Dxxxxxx shall be entitled to purchase or sell under Paragraph (b) of this Section 4.01 shall be equal to the total number of Shares that Ixxxx Financial has agreed to sell, multiplied by the percentage that Dxxxxxx’x holdings of Common Stock bears to the total number of shares of Common StockStock (assuming conversion at the then applicable conversion rate or rates of any Preferred Stock and other convertible securities, warrants, rights, or options held by all holders thereof) then outstanding. (d) If Dxxxxxx exercises her rights under paragraph (b)(ii) of this Section 4.01, Ixxxx Financial shall either assign that portion of its interest in the agreement of transfer as Dxxxxxx is then entitled to and requests in the Dxxxxxx Notice (the assignment shall be in form and substance reasonably satisfactory to Dxxxxxx), or, at Dxxxxxx’x option and demand, Ixxxx Financial shall acquire, under the same terms and conditions as set forth in the Ixxxx Notice, all or any part of the Dxxxxxx Shares that Dxxxxxx would have been authorized to transfer under the provisions of this Section 4.01; provided, however, that Ixxxx Financial shall not be required to purchase any such Dxxxxxx Shares from Dxxxxxx under this Section 4.01 if the proposed transfer to the prospective transferee fails to be consummated. (e) After compliance with the provisions of this Section 4.01, Ixxxx Financial may transfer its Shares, but only to the transferee designated in the Ixxxx Notice, at the time, at the price, and if on the Management Holder was at such time same terms and conditions as those contained in the owner Ixxxx Notice. The Dxxxxxx Notice pursuant to this Section 4.01, when taken together with the Ixxxx Notice, shall constitute a legal, valid, binding, and enforceable agreement between Ixxxx Financial and Dxxxxxx on the terms and conditions set forth therein. References to “Ixxxx Financial” in this Section 4.01 shall be deemed to include both Ixxxx Financial and any of 30% its affiliates who hold shares of the Company's Corporation from time to time, including without limitation IUBT. Notwithstanding anything herein to the contrary, this Section 4.01 shall not apply to any transfer of shares of 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 or Preferred Stock by a Management Holder shall have the option Ixxxx Financial to any 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 Investorsits affiliates.

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-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. If neither There shall be disclosed to the Holder -------------- (i) by the Company nor at least 45 days prior to the Investors has elected to purchase all 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 Management Common Stock specified 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 Sale Notice pursuant event of such a transaction the Holder may, subject to Section 3.1 abovethe provisions of the Stockholders Agreement, each Investor may elect to participate in the contemplated transfer transaction by delivering written notice of such election to the Management Holder and Company or the Company Principal Stockholders or Xxxx X. Xxxxxx, or as the case may be, within 15 business days after receipt by the Investor of the Sale Noticesuch disclosure. If any Investor has elected to The Holder may participate in such sale, the Management transaction by selling to the transferee Warrant Shares or other shares of Common Stock then held by Holder. Holder and shall have the electing Investors will be entitled right 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 multiplying in the percentage total number of the Company's shares of 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 (assuming exercise of all electing Investors and (iiWarrants held by the Holder) by a fraction the numerator of which is the total number of shares of Common Stock to be sold acquired by the transferee in the contemplated saletransaction 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. For Example, if Such sale shall be at the Sale Notice contemplated 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 100 shares of Common Stock, and if the Management Holder was at such time the owner of 30% assets 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 right to receive the same consideration per share, if any, received by other holders of selling Preferred Common Stock in connection with such transaction. This paragraph shall not apply to transfers among Principal Stockholders or Common Stock. The Management Holder will use his best efforts transfers by a Principal Stockholder or Xxxx X. Xxxxxx to obtain a member or members of their immediate families or to a trust for the agreement account of the prospective transferee(s) to the participation transferor or a member or members 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 Investorstransferor's immediate family.