Common use of Co-Sale Rights Clause in Contracts

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:

Appears in 5 contracts

Samples: Subscription Agreement (Affinity International Travel Systems Inc), Subscription Agreement (Affinity International Travel Systems Inc), Subscription Agreement (Affinity International Travel Systems Inc)

AutoNDA by SimpleDocs

Co-Sale Rights. The Company shall, and shall cause its officers and directors (collectively with the Company the "Shareholders") to, grant to the undersigned subscriber a right of co-sale (on a pro-rata basis) such that upon notice to the undersigned subscriber of any non-public sale or disposition of shares of the Company by such Shareholders and/or the Company, the undersignedsubscriber, 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 subscriber under this Agreement (a "Prohibited Transfer"), the undersignedsubscriber, 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 subscriber shall have the right to sell to the Company the number of shares equal to the number of shares the undersigned subscriber 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:

Appears in 1 contract

Samples: Affinity International Travel Systems Inc

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.