Common use of Exercise by the Eligible Investors Clause in Contracts

Exercise by the Eligible Investors. (1) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof, then, each Eligible Investor who has not exercised its Rights of First Refusal pursuant to Section 3.B or 3.C (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) on the same terms and conditions as specified in the Transfer Notice. To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.A.

Appears in 2 contracts

Samples: Sale Agreement (Prosper Marketplace Inc), Co Sale Agreement (Prosper Marketplace Inc)

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Exercise by the Eligible Investors. (1) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof, then, each Eligible Investor who has not exercised its Rights Right of First Refusal pursuant to Section 3.B 3(B) or 3.C 3(C) (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) on the same terms and conditions as specified in the Transfer Notice. To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.A.4(A).

Appears in 1 contract

Samples: Sale Agreement (Zagg INC)

Exercise by the Eligible Investors. (1a) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof3, then, each Eligible Investor who has not exercised its Rights Right of First Refusal pursuant to Section 3.B 3.2 or 3.C 3.3 (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) ), on the same terms and conditions as specified in the Transfer Notice, to the extent described in Section 4.1(b). To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Investor Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.A.4.1.

Appears in 1 contract

Samples: Sale Agreement (Upland Software, Inc.)

Exercise by the Eligible Investors. (1) Subject to the limitations of this Section 4, to To the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof, then, then each Eligible Investor who has not exercised its Rights of First Refusal pursuant to Section 3.B or 3.C right in Sections 3.2 and 3.3, as the case may be (a “Co-Sale Eligible Investor”), that notifies Seller in writing within ten (10) days after the later of (1) the end of the Subsequent Refusal Period or (2) delivery of the Confirmation Notice, as applicable (the “Initial Co–Sale Period”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) on the same terms and conditions as specified in the Transfer Notice. To exercise its rights hereunder, each The Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating shall indicate the number of shares of Stock it then holds that it wishes to sell pursuant to this Section 4.A.4.1 (the “

Appears in 1 contract

Samples: Adoption Agreement (New Media Trader, Inc.)

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Exercise by the Eligible Investors. (1a) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof3, then, each Eligible Investor who has not exercised its Rights Right of First Refusal pursuant to Section 3.B 3.2 or 3.C 3.3 (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) ), on the same terms and conditions as specified in the Transfer Notice, to the extent described in Section 4.1(b). To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.A.4.1.

Appears in 1 contract

Samples: Sale Agreement (Eyenovia, Inc.)

Exercise by the Eligible Investors. (1a) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof3, then, each Eligible Investor who has not exercised its Rights Right of First Refusal pursuant to Section 3.B or 3.C (a the “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) ), on the same terms and conditions as specified in the Transfer Notice, to the extent described in Section 4.1(b). To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.A.4.1.

Appears in 1 contract

Samples: Sale Agreement (Blue Marble Energy Corp)

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