Put Right. If a Seller Transfers any Stock in contravention of the Investors' Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFER"), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of Stock offered by the Seller but not held by an Investor or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE") within ten (10) Business Days after the later of (i) the Closing, or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of Selling Investor Shares (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Investor then owns Stock of such class or type; otherwise of preferred stock or common stock) having a purchase price equal to the aggregate purchase price that the Investor would have received in the closing of such Prohibited Transfer if such Investor 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 Selling Investor Shares of the Investor. The closing of such sale to the Seller will occur within ten (10) days after the date of such Investor's Put Notice to such 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 a Seller Transfers Crane transfers any Stock in contravention of the Investors--------- Purchasers' Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFERProhibited Transfer"), or if the Proposed Transferee proposed transferee of Offered Shares Stock desires to purchase a only the class, series or type of Stock stock offered by the Seller but not held by an Investor Crane or the Proposed Transferee is unwilling to purchase any Stock from an Investorthe Purchaser and the provisions of Section 5 hereof apply, such Investor the Purchaser may, by delivery of written notice to such Seller Crane (a "PUT NOTICEPut Notice") within ten (10) Business Days days after the later of (i) the ClosingClosing as defined in Subsection 4(b) above, or (ii) the date on which such Investor the Purchaser becomes aware of the Prohibited Transfer or the terms thereof, thereof require such Seller Crane to purchase from such Investor, the Purchaser for cash or such other consideration as the Seller Crane received in the Prohibited Transfer or at the Closing, a Closing that number of Selling Investor Shares shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Investor the Purchaser then owns Stock of such class class, series or type; otherwise of preferred stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the Investor Purchaser would have received in the closing of such Prohibited Transfer if such Investor the Purchaser 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 Selling Investor Shares Stock of the InvestorPurchaser. The closing of such sale to the Seller Crane will occur within ten seven (107) days after the date of such Investorthe Purchaser's Put Notice to such SellerCrane.
Appears in 2 contracts
Samples: Stock and Warrant Purchase Agreement (Comps Com Inc), Stock and Warrant Purchase Agreement (Comps Com Inc)
Put Right. If a Seller Transfers Founder transfers any Stock in contravention of the Investors' Purchaser's Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFERProhibited Transfer"), or if the Proposed Transferee proposed transferee of Offered Shares Stock desires to purchase a only the class, series or type of Stock stock offered by the Seller but not held by an Investor a Founder or the Proposed Transferee is unwilling to purchase any Stock from an Investorthe Purchaser and the provisions of Section 5 hereof apply, such Investor the Purchaser may, by delivery of written notice to such Seller the Founder (a "PUT NOTICEPut Notice") within ten (10) Business Days days after the later of (i) the ClosingClosing as defined in Subsection 4(b) above, or (ii) the date on which such Investor the Purchaser becomes aware of the Prohibited Transfer or the terms thereof, require such Seller the Founder to purchase from such Investor, the Purchaser for cash or such other consideration as the Seller Founder received in the Prohibited Transfer or at the Closing, a Closing that number of Selling Investor Shares shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Investor the Purchaser then owns Stock of such class class, series or type; otherwise of preferred stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the Investor Purchaser would have received in the closing of such Prohibited Transfer if such Investor the Purchaser 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 Selling Investor Shares Stock of the InvestorPurchaser. The closing of such sale to the Seller Founder will occur within ten seven (107) days after the date of such Investorthe Purchaser's Put Notice to such Sellerthe 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 a Seller Transfers any Stock in contravention of the Company’s and the Investors' Right ’ right of Coco-Sale sale under this Agreement Section 1.6 (a "PROHIBITED TRANSFER"“Prohibited Transfer”), or if the Proposed proposed Transferee of Offered Transfer Shares desires to purchase a class, series series, or type of Stock stock offered by the Seller but and not held by an Investor Investor, or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE"“Put Notice”) within ten (10) Business Days days after the later of (ia) the Closing, consummation of the Transfer pursuant to Section 1.6 or (iib) the date on which such an Investor becomes aware of the Prohibited Transfer or the terms thereofof such Prohibited Transfer, require such Seller to purchase from such the Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the ClosingTransfer, a number of Selling Investor Shares shares of Stock (of the same class or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Investor then owns Stock of such class or type; otherwise of preferred stock or 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 that the Investor would have received in the closing of such Prohibited Transfer if such Investor had elected been able to exercise its Right right of Coco-Sale sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Selling Investor Shares of the Investorsuch Prohibited Transfer. The closing of such sale to the Seller will shall occur within ten thirty (1030) days after the date of such Investor's ’s Put Notice to such 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 a Seller Transfers Selling Shareholder transfers any Stock in contravention of the Investors' an Investor’s Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFER"“Prohibited Transfer”), or if an Incomplete Co-Sale occurs and the Proposed Transferee provisions of Offered Shares desires to purchase a classSection 5 hereof apply, series or type of Stock offered by the Seller but not held by an relevant Investor or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE") within ten (10) Business Days after the later of (i) the Closing, or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, may require such Seller Selling Shareholder to purchase from such Investor, for cash or such other consideration as the Seller Selling Shareholder received in the Prohibited Transfer or at the ClosingIncomplete Co-Sale, a that number of Selling Investor Shares shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if such Investor then owns Stock of such class class, series or type; , and otherwise of preferred stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had elected exercised and been able to exercise its consummate such Investor’s Right of Co-Sale with respect thereto or in (the Closing if the Proposed Transferee had been willing Shareholder’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to purchase the Selling Shareholder and the Company (a “Put Notice”) within ten (10) days after such Investor Shares becomes aware of the InvestorProhibited Transfer or Incomplete Co-Sale. The closing of such sale to the Seller Selling Shareholder under such Investor’s Put Right will occur within ten seven (107) days after the date of such Investor's Shareholder’s Put Notice to such SellerNotice.
Appears in 2 contracts
Samples: Shareholder Agreements (RealD Inc.), Shareholder Agreements (RealD Inc.)
Put Right. If a Seller Transfers Selling Shareholder transfers any Stock in contravention of the Investors' an Investor’s Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFER"“Prohibited Transfer”), or if an Incomplete Co-Sale occurs and the Proposed Transferee provisions of Offered Shares desires to purchase a classSection 4.3 hereof apply, series or type of Stock offered by the Seller but not held by an relevant Investor or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE") within ten (10) Business Days after the later of (i) the Closing, or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, may require such Seller Selling Shareholder to purchase from such Investor, for cash or such other consideration as the Seller Selling Shareholder received in the Prohibited Transfer or at the ClosingIncomplete Co-Sale, a that number of Selling Investor Shares shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if such Investor then owns Stock of such class class, series or type; , and otherwise of preferred stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had elected exercised and been able to exercise its consummate such Investor’s Right of Co-Sale with respect thereto or in (the Closing if the Proposed Transferee had been willing Investor’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to purchase the Selling Shareholder and the Company (a “Put Notice”) within ten (10) days after Investor Shares becomes aware of the InvestorProhibited Transfer or Incomplete Co-Sale. The closing of such sale to the Seller Selling Shareholder under such Investor’s Put Right will occur within ten seven (107) days after the date of such Investor's ’s Put Notice to such SellerNotice.
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 a Seller Transfers Selling Stockholder transfers any Stock in contravention of the Investors' an Investor's Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFERProhibited Transfer"), or if an Incomplete Co-Sale occurs and the Proposed Transferee provisions of Offered Shares desires to purchase a classSection 4 hereof apply, series or type of Stock offered by the Seller but not held by an relevant Investor or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE") within ten (10) Business Days after the later of (i) the Closing, or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, may require such Seller Selling Stockholder to purchase from such Investor, for cash or such other consideration as the Seller Selling Stockholder received in the Prohibited Transfer or at the ClosingIncomplete Co-Sale, a that number of Selling Investor Shares shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if such Investor then owns Stock of such class class, series or type; , and otherwise of preferred stock Common Stock or common stockSeries A Stock) having a purchase price equal to the aggregate purchase price that the such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had elected exercised and been able to exercise its consummate such Investor's Right of Co-Sale with respect thereto or in (the Closing if the Proposed Transferee had been willing Investor's "Put Right"). An Investor may exercise such Investor's Put Right by delivery of written notice to purchase the Selling Stockholder and the Company (a "Put Notice") within thirty (30) days after such Investor Shares becomes aware of the InvestorProhibited Transfer or Incomplete Co-Sale. The closing of such sale to the Seller Selling Stockholder under such Investor's Put Right will occur within ten seven (107) days after the date of such Investor's Put Notice to such Seller(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 a Seller Transfers Common Stock Holder transfers any Stock Shares in contravention of the Investors' Right of Co-Sale under this Agreement rights hereunder (a "PROHIBITED TRANSFER"“Prohibited Transfer”), or if the Proposed Transferee proposed transferee of Offered Shares desires to purchase a class, series or type of Stock offered by the Seller but not held by an Investor or the Proposed Transferee is unwilling to purchase any Stock Shares from an Investorthe Exercising Shareholder, such Investor the Exercising Shareholder may, by delivery of written notice to such Seller the Common Stock Holder (a "PUT NOTICE"“Put Notice”) within ten fifteen (1015) Business Days days after the later of (i) the ClosingClosing as defined in Subsection 4(b) above, or (ii) the date on which such Investor the Exercising Shareholder becomes aware of the Prohibited Transfer or the terms thereof, require such Seller the Common Stock Holder to purchase from such Investor, the Exercising Shareholder for cash or such other consideration as the Seller Common Stock Holder received in the Prohibited Transfer or at the Closing, a Closing that number of Selling Investor Shares (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Investor the Exercising Shareholder then owns Stock Shares of such class class, series or type; otherwise of preferred stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the Investor Exercising Shareholder would have received in the closing Closing of such Prohibited Transfer if such Investor the Exercising Shareholder had elected to exercise its Right of First Refusal or Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee proposed transferee had been willing to purchase the Selling Investor Shares of the InvestorExercising Shareholder. The closing of such sale to the Seller Common Stock Holder will occur within ten seven (107) days after the date of such Investor's the Exercising Shareholder’s Put Notice to such Sellerthe Common Stock Holder.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (Reply! Inc)
Put Right. If a Seller Transfers Founder transfers any Stock in contravention of the Investors' an --------- Investor's Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFERProhibited Transfer"), or -------------------- if the Proposed Transferee proposed transferee of Offered Shares Stock desires to purchase a only the class, series or type of Stock stock offered by a Founder and the Seller but Investor does not have a right to convert securities held by an such Investor into such class, series or the Proposed Transferee is unwilling to purchase any Stock from an Investortype, such Investor may, by delivery of written notice to such Seller the Founder (a "PUT NOTICEPut --- Notice") within ten (10) Business Days days after the later of (i) the Closing, Closing as defined in Subsection ------ 3(b) above or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller the Founder to purchase from such Investor, Investor for cash or such other consideration as the Seller 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, a number of Selling Investor Shares (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if provided such Investor then owns Stock of such class class, series or type; otherwise of preferred stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the such Investor would have received in the closing of such Prohibited Transfer if such Investor had elected to exercise exercised 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 Selling Investor Shares Stock of the such Investor. The closing of such sale to the Seller Founder will occur within ten seven (107) days after the date of such Investor's the Put Notice to such Sellerthe Founder.
Appears in 1 contract
Put Right. If a Seller Transfers any Stock in contravention of the Investors' Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFER"“Prohibited Transfer”), or if the Proposed proposed Transferee of Offered Shares Stock desires to purchase a class, series or type of Stock stock offered by the Seller but not held by 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 proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE"“Put Notice”) within ten (10) Business Days days after the later of (i) the ClosingClosing as defined in subsection 4(a) above, or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of Selling Investor Shares shares of Stock (of the same class or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Investor then owns Stock of such class or type; otherwise of preferred stock Preferred Stock or common stockCommon Stock at the election of the Investor) having a purchase price equal to the aggregate purchase price that the Investor would have received in the closing of such Prohibited Transfer if such Investor 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 Selling Investor Shares Stock of the Investor. The closing of such sale to the Seller will occur within ten (10) days after the date of such Investor's ’s Put Notice to such Seller.
Appears in 1 contract
Put Right. If a Seller Transfers any Stock in contravention of the Eligible Investors' ’ Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFER"“Prohibited Transfer”), or if the Proposed Transferee of Offered Shares Stock desires to purchase a class, series or type of Stock stock offered by the Seller but not held by an Eligible Investor or the Proposed Transferee is unwilling to purchase any Stock from an Eligible Investor, such Eligible Investor may, by delivery of written notice to such Seller (a "PUT NOTICE"“Put Notice”) within ten (10) Business Days days after the later of (ia) the ClosingClosing as defined in Section 4.1, or (iib) the date on which such Eligible Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Eligible Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of Selling Investor Shares shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Eligible Investor then owns Stock of such class or type; otherwise of preferred stock Preferred Stock or common stockCommon Stock) having a purchase price equal to the aggregate purchase price that the Eligible Investor would have received in the closing of such Prohibited Transfer if such Eligible Investor 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 Selling Investor Shares Stock of the Eligible Investor. The closing of such sale to the Seller will occur within ten (10) days after the date of such Eligible Investor's ’s Put Notice to such Seller.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (New Media Trader, Inc.)