Investors’ Right of Co-Sale Sample Clauses

Investors’ Right of Co-Sale. To the extent the Company and the Investors do not exercise their respective rights of refusal as to all of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 2(a), then each Investor (a “Selling Investor” for purposes of this subsection (b)) that notifies the Transferring Founder in writing within ten (10) days from the date the Additional Transfer Notice is given, shall have the right to participate in such sale of Shares on the same terms and conditions as specified in the Transfer Notice. The Selling Investor shall indicate the number of shares of the Company’s capital stock it then holds that it wishes to sell pursuant to this Section 2(b) (the “Selling Investor Shares”). To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Shares that the Transferring Founder may sell in the Transfer shall be correspondingly reduced. Each Selling Investor may sell all or any part of its Selling Investor Shares equal to the product obtained by multiplying (i) the aggregate number of Offered Shares (after reduction for repurchases by the Company or purchases by the Investors pursuant to Section 2(a), if any) by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by the Selling Investor on the date of the Transfer Notice and the denominator of which shall be the total number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by the Transferring Founder and by all of the Selling Investors on the date of the Transfer Notice. Each Selling Investor shall effect its participation in the sale by promptly delivering to the Transferring Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer. To the extent that any prospective purchaser or purchasers refuses to purchase shares or other securities from a Selling Investor exercising its rights of co-sale hereunder, the Transferring Founder shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Transferring Founder purchases such shares or other securities from such Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer describ...
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Investors’ Right of Co-Sale. (i) Subject to Section 4.03 below, each Investor may, by giving written notice to the Selling Shareholder (the “Co-Sale Notice”) within thirty (30) days after its receipt of the Transfer Notice, notify the Selling Shareholder that such Investor wishes to sell a portion of the securities then held thereby pursuant to this Section 4.02 and the number of securities to be sold (subject to Section 4.02(ii)). Such Investor (a “Co-Sale Participant”) shall therefore have the right to participate in the sale of Offered Shares, on the same terms and conditions as specified in the Transfer Notice. To the extent one or more Investors exercise its right of co-sale in accordance with the terms and conditions set forth below, the number of securities that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced.
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Investors’ Right of Co-Sale. (a) Exercise of Right of Co-Sale. In addition to the Right of First Refu al set forth above, each Investor shall have the right to participate in the Selling Shareholder's sale of the Offered Shares to the proposed purchaser or other transferee (including sales to other Investors pursuant to Section 1.3) pursuant to the specified terms and conditions of such sale as set forth in the Notice and in accordance with the terms and conditions set forth in this Section 1.4 (the "Right of Co-Sale"). To the extent an Investor exercises such Right of Co-Sale, the number of Offered Shares that the Selling Shareholder may sell pursuant to the - 3 - 135 Notice shall be correspondingly reduced. The Right of Co-Sale of each Investor shall be subject to the following terms and conditions. (i) If the Offered Shares include shares of Common Stock, then each Investor may sell all or any part of that number of shares of Common Stock owned by such Investor (including shares of Common Stock issuable upon the conversion of the Preferred Stock) that is not in excess of the number obtained by multiplying (A) the aggregate number of shares of Common Stock included in the Offered Shares by a fraction, the numerator (B) of which is the sum of the number of shares of Common Stock then held by such Investor plus the number of shares of Common Stock then issuable upon the conversion or exchange of all Common Stock Equivalents then held by such Investor, and the denominator of which is the sum of (C) the total number of shares of Common Stock, then held by the Selling Shareholder and all Investors plus (D) the number of shares of Common Stock then issuable upon the conversion or exchange of all Common Stock Equivalents then held by the Selling Shareholder and all Investors. (ii) If the Offered Shares include any shares of any series or class of the Company's capital stock other than Common Stock, then each Investor may sell all or any part of the number of shares of such series or class owned by such Investor that is not in excess of the number obtained by multiplying (A) the aggregate number of shares of such series or class included in the Offered Shares by a fraction, the numerator (B) of which is the number of shares of such series or class owned by such Investor, and the denominator (C) of which is the total number of shares of such series or class then held by the Selling Shareholder and all Investors. If the Offered Shares consist of shares of more than one series or class, then a...
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Investors’ Right of Co-Sale 
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Related to Investors’ Right of Co-Sale

  • Right of Co-Sale To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Investors’ Rights Agreement Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Dissenters’ Rights Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

  • Waiver of Dissenters’ Rights Each Member hereby disclaims, waives and agrees, to the fullest extent permitted by law or the Act, not to assert dissenters’ or similar rights under the Act.

  • Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock 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 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that: (a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and (b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

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