Right of Co-Sale Sample Clauses

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 conditi...

Right of Co-Sale. Subject to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Trans...

Right of Co-Sale. (a) In the event the Company or its assignee(s) fail to exercise its right to purchase all of the Key Employee Stock subject to Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participate. 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 of Key Employee Stock that such Key Employee may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co...

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such con...

Right of Co-Sale. (a) None of the Equityholders nor their respective Affiliates (each, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered to the Prospective Seller up to a number of shares of Common Stock such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of th...

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in the event that Zxxxx or any of his Affiliates, Family Members, or Permitted Transferees (collectively, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member) shall have the right to participate in such Co-Sale Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Rec...

Right of Co-Sale. Except for Transfers to Permitted Transferees, no Shareholder or group of three or fewer Shareholders owning more than 10% of the Total Shares Outstanding, whether such Shareholder is acting alone or in concert with any others pursuant to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for the Transfer of or Transfer to any Person or group of Persons, directly or indirectly or through one or more intermediaries, any shares of common stock or any other equity securities of the Company (including, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof to acquire any such shares upon exercise or conversion thereof), unless: (a) The number of such Shares subject to such agreement, contract, arrangement or Transfer, when taken together with (i) the number of shares of all other such equity securities (which, in the case of any such warrants, options, contracts or convertible securities, shall be deemed to be the aggregate number of such shares which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; or (b) Effective provision is made whereby each Shareholder, Permitted Transferee and Additional Shareholder is given the opportunity to sell any portion or all of its Shares concurrently with the aforementioned sale to any such Person or group on terms (including, without limitation, the form and amount of, and the time of receipt of, consideration therefor) identical to those applicable to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or such transaction is part of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its r...

Right of Co-Sale. At any time after the end of the Standstill Period, to the extent the Non-Selling Shareholders do not exercise their right of refusal as to all of the Offered Shares pursuant to Section 2.2 above, the Non-Selling Shareholders shall have the right to participate in the proposed Transfer, to the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), on the same terms and conditions as specified in the Transfer Notice. With respect to each Non-Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which shall equal the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right of co-sale, the number of shares of Equity Securities that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced.

Right of Co-Sale. (A) In the event that the Company and/or the Investors fail to exercise their respective rights to purchase all of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder shall deliver to the Company and each Investor written notice (the "CO-SALE NOTICE") that each Investor shall have the right, exercisable upon written notice to Founder within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of the shares of Founder Stock on the same terms and conditions. Such notice from the Investor shall indicate the number of shares of Investor Stock such Investor wishes to sell under his or her right to participate. 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 of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Founder Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Stock owned by Founder and all Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which suc...

Right of Co-Sale. In addition to the rights set forth in Section 2.c, at any time prior to the consummation of a Purchaser Approved Offering, Purchaser shall have the right to participate pro rata to the full extent of its equity interest in the Company in any sale or transfer of stock, other than a gift, charitable donation or other sale or transfer representing less than One Percent (1%) of the Company's outstanding common stock, by the Company or any shareholder of the Company.