Put Right. If Crane transfers any Stock in contravention of the --------- Purchasers' Right of Co-Sale under this Agreement (a "Prohibited Transfer"), or if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane or is unwilling to purchase any Stock from the Purchaser and the provisions of Section 5 hereof apply, the Purchaser may, by delivery of written notice to Crane (a "Put Notice") within ten (10) days after (i) the Closing as defined in Subsection 4(b) above, or (ii) the date on which the Purchaser becomes aware of the Prohibited Transfer or the terms thereof require Crane to purchase from the Purchaser for cash or such other consideration as Crane received in the Prohibited Transfer or at the Closing that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing if the Purchaser then owns Stock of such class, series or type; otherwise of Common Stock) having a purchase price equal to the aggregate purchase price the Purchaser would have received in the closing of such Prohibited Transfer if the Purchaser had elected to exercise its right of Co-Sale with respect thereto or in the Closing if the proposed transferee had been willing to purchase the Stock of the Purchaser. The closing of such sale to Crane will occur within seven (7) days after the date of the Purchaser's Put Notice to Crane.
Appears in 2 contracts
Samples: Stock and Warrant Purchase Agreement (Comps Com Inc), Stock and Warrant Purchase Agreement (Comps Com Inc)
Put Right. If Crane a Founder transfers any Stock in contravention of the --------- Purchasers' Purchaser's Right of Co-Sale under this Agreement (a "Prohibited Transfer"), or if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane a Founder or is unwilling to purchase any Stock from the Purchaser and the provisions of Section 5 hereof apply, the Purchaser may, by delivery of written notice to Crane the Founder (a "Put Notice") within ten (10) days after (i) the Closing as defined in Subsection 4(b) above, or (ii) the date on which the Purchaser becomes aware of the Prohibited Transfer or the terms thereof thereof, require Crane the Founder to purchase from the Purchaser for cash or such other consideration as Crane the Founder received in the Prohibited Transfer or at the Closing that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing if the Purchaser then owns Stock of such class, series or type; otherwise of Common Stock) having a purchase price equal to the aggregate purchase price the Purchaser would have received in the closing of such Prohibited Transfer if the Purchaser had elected to exercise its right of Co-Sale with respect thereto or in the Closing if the proposed transferee had been willing to purchase the Stock of the Purchaser. The closing of such sale to Crane the Founder will occur within seven (7) days after the date of the Purchaser's Put Notice to Cranethe Founder.
Appears in 2 contracts
Samples: Right of First Refusal and Co Sale Agreement (Imanage Inc), Right of First Refusal and Co Sale Agreement (Imanage Inc)
Put Right. If Crane a Selling Shareholder transfers any Stock in contravention of the --------- Purchasers' an Investor’s Right of Co-Sale under this Agreement (a "“Prohibited Transfer"”), or if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane or is unwilling to purchase any Stock from the Purchaser an Incomplete Co-Sale occurs and the provisions of Section 5 hereof apply, the Purchaser may, by delivery of written notice to Crane (a "Put Notice") within ten (10) days after (i) the Closing as defined in Subsection 4(b) above, or (ii) the date on which the Purchaser becomes aware of the Prohibited Transfer or the terms thereof relevant Investor may require Crane such Selling Shareholder to purchase from the Purchaser such Investor, for cash or such other consideration as Crane the Selling Shareholder received in the Prohibited Transfer or at the Closing Incomplete Co-Sale, that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if the Purchaser such Investor then owns Stock of such class, series or type; , and otherwise of Common Stock) having a purchase price equal to the aggregate purchase price the Purchaser such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if the Purchaser such Investor had elected exercised and been able to exercise its right consummate such Investor’s Right of Co-Sale with respect thereto or in (the Closing if Shareholder’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to the proposed transferee had been willing to purchase Selling Shareholder and the Stock Company (a “Put Notice”) within ten (10) days after such Investor becomes aware of the PurchaserProhibited Transfer or Incomplete Co-Sale. The closing of such sale to Crane the Selling Shareholder under such Investor’s Put Right will occur within seven (7) days after the date of the Purchaser's such Shareholder’s Put Notice to CraneNotice.
Appears in 2 contracts
Samples: Shareholder Agreements (RealD Inc.), Shareholder Agreements (RealD Inc.)
Put Right. If Crane transfers a Seller Transfers any Stock in contravention of the --------- Purchasers' Right Company’s and the Investors’ right of Coco-Sale sale under this Agreement Section 1.6 (a "“Prohibited Transfer"”), or if the proposed transferee Transferee of Offered Stock Transfer Shares desires to purchase only the a class, series series, or type of stock offered by Crane the Seller and not held by an Investor, or is unwilling to purchase any Stock from the Purchaser and the provisions of Section 5 hereof applyan Investor, the Purchaser such Investor may, by delivery of written notice to Crane such Seller (a "“Put Notice"”) within ten (10) days after the later of (ia) the Closing as defined in Subsection 4(b) above, consummation of the Transfer pursuant to Section 1.6 or (iib) the date on which the Purchaser an Investor becomes aware of the Prohibited Transfer or the terms thereof of such Prohibited Transfer, require Crane such Seller to purchase from the Purchaser Investor, for cash or such other consideration as Crane the Seller received in the Prohibited Transfer or at the Closing that Transfer, a number of shares of Stock (of the same class, series class or type as transferred in the Prohibited Transfer or at the Closing if the Purchaser such Investor then owns Stock of such class, series class or type; otherwise of Common StockStock having as close to the same economic consequences of ownership as is possible) having a purchase price equal to the aggregate purchase price the Purchaser Investor would have received in the closing of such Prohibited Transfer if the Purchaser such Investor had elected been able to exercise its right of Coco-Sale sale with respect thereto or in the Closing if the proposed transferee had been willing to purchase the Stock of the Purchasersuch Prohibited Transfer. The closing of such sale to Crane will the Seller shall occur within seven thirty (730) days after the date of the Purchaser's such Investor’s Put Notice to Cranesuch Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1.
Appears in 2 contracts
Samples: Right of First Refusal and Co Sale Agreement (Q2 Holdings, Inc.), Right of First Refusal and Co Sale Agreement (Q2 Holdings, Inc.)
Put Right. If Crane transfers a Seller Transfers any Stock in contravention of the --------- PurchasersInvestors' Right of Co-Sale under this Agreement (a "Prohibited TransferPROHIBITED TRANSFER"), or if the proposed transferee Proposed Transferee of Offered Stock Shares desires to purchase only the a class, series or type of stock Stock offered by Crane the Seller but not held by an Investor or the Proposed Transferee is unwilling to purchase any Stock from the Purchaser and the provisions of Section 5 hereof applyan Investor, the Purchaser such Investor may, by delivery of written notice to Crane such Seller (a "Put NoticePUT NOTICE") within ten (10) days Business Days after the later of (i) the Closing as defined in Subsection 4(b) aboveClosing, or (ii) the date on which the Purchaser such Investor becomes aware of the Prohibited Transfer or the terms thereof thereof, require Crane such Seller to purchase from the Purchaser such Investor, for cash or such other consideration as Crane the Seller received in the Prohibited Transfer or at the Closing that Closing, a number of shares of Stock Selling Investor Shares (of the same class, series class or type as transferred Transferred in the Prohibited Transfer or at the Closing if the Purchaser such Investor then owns Stock of such class, series class or type; otherwise of Common Stockpreferred stock or common stock) having a purchase price equal to the aggregate purchase price that the Purchaser Investor would have received in the closing of such Prohibited Transfer if the Purchaser such Investor had elected to exercise its right Right of Co-Sale with respect thereto or in the Closing if the proposed transferee Proposed Transferee had been willing to purchase the Stock Selling Investor Shares of the PurchaserInvestor. The closing of such sale to Crane the Seller will occur within seven ten (710) days after the date of the Purchasersuch Investor's Put Notice to Cranesuch Seller.
Appears in 2 contracts
Samples: Investor Rights Agreement (Third Wave Technologies Inc /Wi), Investor Rights Agreement (Third Wave Technologies Inc /Wi)
Put Right. If Crane a Selling Shareholder transfers any Stock in contravention of the --------- Purchasers' an Investor’s Right of Co-Sale under this Agreement (a "“Prohibited Transfer"”), or if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane or is unwilling to purchase any Stock from the Purchaser an Incomplete Co-Sale occurs and the provisions of Section 5 4.3 hereof apply, the Purchaser may, by delivery of written notice to Crane (a "Put Notice") within ten (10) days after (i) the Closing as defined in Subsection 4(b) above, or (ii) the date on which the Purchaser becomes aware of the Prohibited Transfer or the terms thereof relevant Investor may require Crane such Selling Shareholder to purchase from the Purchaser such Investor, for cash or such other consideration as Crane the Selling Shareholder received in the Prohibited Transfer or at the Closing Incomplete Co-Sale, that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if the Purchaser such Investor then owns Stock of such class, series or type; , and otherwise of Common Stock) having a purchase price equal to the aggregate purchase price the Purchaser such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if the Purchaser such Investor had elected exercised and been able to exercise its right consummate such Investor’s Right of Co-Sale with respect thereto or in (the Closing if Investor’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to the proposed transferee had been willing to purchase Selling Shareholder and the Stock Company (a “Put Notice”) within ten (10) days after Investor becomes aware of the PurchaserProhibited Transfer or Incomplete Co-Sale. The closing of such sale to Crane the Selling Shareholder under such Investor’s Put Right will occur within seven (7) days after the date of the Purchaser's such Investor’s Put Notice to CraneNotice.
Appears in 2 contracts
Samples: Right of First Refusal and Co Sale Agreement (Energy & Power Solutions, Inc.), Right of First Refusal and Co Sale Agreement (Energy & Power Solutions, Inc.)
Put Right. If Crane transfers a Seller Transfers any Stock in contravention of the --------- Purchasers' Right of Co-Sale under this Agreement (a "“Prohibited Transfer"”), or if the proposed transferee Transferee of Offered Stock desires to purchase only the a class, series or type of stock offered by Crane the Seller, and an Investor exercising the Right of Co-Sale does not hold any shares of such class, series or type, or any other security convertible at the Investor’s option into shares of such series class or type, or the proposed Transferee is unwilling to purchase any Stock from the Purchaser and the provisions of Section 5 hereof applyan Investor, the Purchaser such Investor may, by delivery of written notice to Crane such Seller (a "“Put Notice"”) within ten (10) days after (i) the Closing as defined in Subsection 4(bsubsection 4(a) above, or (ii) the date on which the Purchaser such Investor becomes aware of the Prohibited Transfer or the terms thereof thereof, require Crane such Seller to purchase from the Purchaser such Investor, for cash or such other consideration as Crane the Seller received in the Prohibited Transfer or at the Closing that Closing, a number of shares of Stock (of the same class, series class or type as transferred in the Prohibited Transfer or at the Closing if the Purchaser such Investor then owns Stock of such class, series class or type; otherwise of Preferred Stock or Common StockStock at the election of the Investor) having a purchase price equal to the aggregate purchase price the Purchaser Investor would have received in the closing of such Prohibited Transfer if the Purchaser such Investor had elected to exercise its right Right of Co-Sale with respect thereto or in the Closing if the proposed transferee Transferee had been willing to purchase the Stock of the PurchaserInvestor. The closing of such sale to Crane the Seller will occur within seven ten (710) days after the date of the Purchaser's such Investor’s Put Notice to Cranesuch Seller.
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Put Right. If Crane a Selling Stockholder transfers any Stock in contravention of the --------- Purchasers' an Investor's Right of Co-Sale under this Agreement (a "Prohibited Transfer"), or if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane or is unwilling to purchase any Stock from the Purchaser an Incomplete Co-Sale occurs and the provisions of Section 5 4 hereof apply, the Purchaser may, by delivery of written notice to Crane (a "Put Notice") within ten (10) days after (i) the Closing as defined in Subsection 4(b) above, or (ii) the date on which the Purchaser becomes aware of the Prohibited Transfer or the terms thereof relevant Investor may require Crane such Selling Stockholder to purchase from the Purchaser such Investor, for cash or such other consideration as Crane the Selling Stockholder received in the Prohibited Transfer or at the Closing Incomplete Co-Sale, that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if the Purchaser such Investor then owns Stock of such class, series or type; , and otherwise of Common Stock or Series A Stock) having a purchase price equal to the aggregate purchase price the Purchaser such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if the Purchaser such Investor had elected exercised and been able to exercise its right consummate such Investor's Right of Co-Sale with respect thereto or in (the Closing if Investor's "Put Right"). An Investor may exercise such Investor's Put Right by delivery of written notice to the proposed transferee had been willing to purchase Selling Stockholder and the Stock Company (a "Put Notice") within thirty (30) days after such Investor becomes aware of the PurchaserProhibited Transfer or Incomplete Co-Sale. The closing of such sale to Crane the Selling Stockholder under such Investor's Put Right will occur within seven (7) days after the date of the Purchasersuch Investor's Put Notice to Crane(or, at the option of an Investor exercising rights under this Section 5.2 in the case of an Incomplete Co-Sale, at the closing of the Incomplete Co-Sale).
Appears in 1 contract
Put Right. If Crane a Common Stock Holder transfers any Stock Shares in contravention of the --------- Purchasers' Right of Co-Sale under this Agreement rights hereunder (a "“Prohibited Transfer"”), or if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane or Shares is unwilling to purchase any Stock Shares from the Purchaser and the provisions of Section 5 hereof applyExercising Shareholder, the Purchaser Exercising Shareholder may, by delivery of written notice to Crane the Common Stock Holder (a "“Put Notice"”) within ten fifteen (1015) days after (i) the Closing as defined in Subsection 4(b) above, or (ii) the date on which the Purchaser Exercising Shareholder becomes aware of the Prohibited Transfer or the terms thereof thereof, require Crane the Common Stock Holder to purchase from the Purchaser Exercising Shareholder for cash or such other consideration as Crane the Common Stock Holder received in the Prohibited Transfer or at the Closing that number of shares of Stock Shares (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing if the Purchaser Exercising Shareholder then owns Stock Shares of such class, series or type; otherwise of Common Stock) having a purchase price equal to the aggregate purchase price the Purchaser Exercising Shareholder would have received in the closing Closing of such Prohibited Transfer if the Purchaser Exercising Shareholder had elected to exercise its right Right of First Refusal or Right of Co-Sale with respect thereto or in the Closing if the proposed transferee had been willing to purchase the Stock Shares of the PurchaserExercising Shareholder. The closing of such sale to Crane the Common Stock Holder will occur within seven (7) days after the date of the Purchaser's Exercising Shareholder’s Put Notice to Cranethe Common Stock Holder.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (Reply! Inc)
Put Right. If Crane transfers a Seller Transfers any Stock in contravention of the --------- Purchasers' Eligible Investors’ Right of Co-Sale under this Agreement (a "“Prohibited Transfer"”), or if the proposed transferee Proposed Transferee of Offered Stock desires to purchase only the a class, series or type of stock offered by Crane the Seller but not held by an Eligible Investor or the Proposed Transferee is unwilling to purchase any Stock from the Purchaser and the provisions of Section 5 hereof applyan Eligible Investor, the Purchaser such Eligible Investor may, by delivery of written notice to Crane such Seller (a "“Put Notice"”) within ten (10) days after the later of (ia) the Closing as defined in Subsection 4(b) aboveSection 4.1, or (iib) the date on which the Purchaser such Eligible Investor becomes aware of the Prohibited Transfer or the terms thereof thereof, require Crane such Seller to purchase from the Purchaser such Eligible Investor, for cash or such other consideration as Crane the Seller received in the Prohibited Transfer or at the Closing that Closing, a number of shares of Stock (of the same class, series class or type as transferred Transferred in the Prohibited Transfer or at the Closing if the Purchaser such Eligible Investor then owns Stock of such class, series class or type; otherwise of Preferred Stock or Common Stock) having a purchase price equal to the aggregate purchase price that the Purchaser Eligible Investor would have received in the closing of such Prohibited Transfer if the Purchaser such Eligible Investor had elected to exercise its right Right of Co-Sale with respect thereto or in the Closing if the proposed transferee Proposed Transferee had been willing to purchase the Stock of the PurchaserEligible Investor. The closing of such sale to Crane the Seller will occur within seven ten (710) days after the date of the Purchaser's such Eligible Investor’s Put Notice to Cranesuch Seller.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (New Media Trader, Inc.)
Put Right. If Crane a Founder transfers any Stock in contravention of the an --------- Purchasers' Investor's Right of Co-Sale under this Agreement (a "Prohibited Transfer"), or -------------------- if the proposed transferee of Offered Stock desires to purchase only the class, series or type of stock offered by Crane or is unwilling to purchase any Stock from the Purchaser a Founder and the provisions of Section 5 hereof applyInvestor does not have a right to convert securities held by such Investor into such class, the Purchaser series or type, such Investor may, by delivery of written notice to Crane the Founder (a "Put --- Notice") within ten (10) days after (i) the Closing as defined in Subsection 4(b------ 3(b) above, above or (ii) the date on which the Purchaser such Investor becomes aware of the Prohibited Transfer or the terms thereof thereof, require Crane the Founder to purchase from the Purchaser such Investor for cash or such other consideration as Crane the Founder received in the Prohibited Transfer or at the Closing that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or at the Closing if the Purchaser Closing, provided such Investor then owns Stock of such class, series or type; otherwise of Common Stock) having a purchase price equal to the aggregate purchase price the Purchaser such Investor would have received in the closing of such Prohibited Transfer if the Purchaser such Investor had elected to exercise exercised its right of Co-Sale with respect thereto or in the Closing if the proposed transferee had been willing to purchase the Stock of the Purchasersuch Investor. The closing of such sale to Crane the Founder will occur within seven (7) days after the date of the Purchaser's Put Notice to Cranethe Founder.
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