Common use of Investors Co Sale Right Clause in Contracts

Investors Co Sale Right. To the extent the Company and the Investors have not fully exercised their right of first refusal with respect to all of the Shares proposed to be Transferred by a Founder Holding Company pursuant to Section 4.1 and Section 4.2, then each Investor who has not exercised any of its right of first refusal pursuant to Section 4.1 and Section 4.2 shall have the right (the “Co-Sale Right”), exercisable upon written notice to the Founder Selling Shareholder, the Company and each of the other Investors within fifteen (15) days after receipt of Investor First Refusal Expiration Notice, to participate in such sale of the remaining Founder Offered Shares (the “Co-Sale Shares”) on the same terms and conditions as set forth in the Founder Transfer Notice. Such notice shall set forth the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis and excluding the Excluded Ordinary Shares) that such Investor wishes to include in such Transfer, which amount shall not exceed such Investor’s pro rata share as determined under Section 4.5(a). To the extent one or more of the Investors exercise their Co-Sale Rights, the number of Ordinary Shares that the Founder Selling Shareholder may sell in the transaction shall be correspondingly reduced such that the aggregate number of Shares Transferred shall not exceed the total number of Co-Sale Shares. Each Investor’s Co-Sale Right shall be subject to the following terms and conditions:

Investors Co Sale Right. To the extent the Company and the Investors have not fully exercised their right of first refusal with respect to all of the Shares proposed to be Transferred by a Founder Holding Company pursuant to Section 4.1 and Section 4.2, then each Investor who has not exercised any of its right of first refusal pursuant to Section 4.1 and Section 4.2 shall have the right (the “Co-Sale Right”), exercisable upon written notice to the Founder Selling Shareholder, the Company and each of the other Investors within fifteen (15) days after receipt of Investor First Refusal Expiration Notice, to participate in such sale of the remaining Founder Offered Shares (the “Co-Sale Shares”) on the same terms and conditions as set forth in the Founder Transfer Notice. Such notice shall set forth the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis and excluding the Excluded Ordinary Shares) that such Investor wishes to include in such Transfer, which amount shall not exceed such Investor’s pro rata share as determined under Section 4.5(a). To the extent one or more of the Investors exercise their Co-Sale Rights, the number of Ordinary Shares that the Founder Selling Shareholder may sell in the transaction shall be correspondingly reduced such that the aggregate number of Shares Transferred shall not exceed the total number of Co-Sale Shares. Each Investor’s Co-Sale Right shall be subject to the following terms and conditions: (a) Pro Rata Share. Each Investor’s pro rata share, for the purpose of this Section 4.5, is equal to the product obtained by multiplying (x) the aggregate number of the Founder Offered Shares subject to the Co-Sale Right by (y) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis and excluding the Excluded Ordinary Shares) held by such Investor as at the date of the Investor First Refusal Expiration Notice and the denominator of which is the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis and excluding the Excluded Ordinary Shares) held by all Investors who elect to exercise their Co-Sale Rights and the Founder Selling Shareholder as at the date of the Investor First Refusal Expiration Notice.