Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to the extent the Company and the Remaining Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 3.2, then each Holder other than the Selling Ordinary Shareholder (a “Co-Sale Holder” for purposes of this Section 3.3) that notifies the Selling Ordinary Shareholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in Section 3.2(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 Co-Sale Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of the Company that the Co-Sale 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 Ordinary Shareholder may sell in the Transfer shall be correspondingly reduced.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Gushan Environmental Energy LTD), Agreement (Gushan Environmental Energy LTD)

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Right of Co-Sale. (a) In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to To the extent the Company and the Remaining Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 3.25 hereof, then each Holder other than the Selling Ordinary Shareholder (a “Co-Sale Right Holder” for purposes of this Section 3.36) that which notifies the Selling Ordinary Shareholder in writing within twenty fifteen (2015) days after Delivery receipt of the Additional Selling Shareholder Transfer Notice referred to in Section 3.2(c)5(c) hereof, shall have the right to participate in such sale of Equity Securities Offered Shares on the same terms and conditions as specified in the Selling Shareholder Transfer Notice. Such Co-Sale Right Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of the Company that Series A Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) the Co-Sale Right 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 Offered Shares that the Selling Ordinary Shareholder may sell in the Selling Shareholder Transfer shall be correspondingly reduced.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (DBS Nominees (Private) LTD), Investors’ Rights Agreement (JINHAO MOTOR Co)

Right of Co-Sale. (a) In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to To the extent that (i) the Company has not exercised its right to purchase the offered shares pursuant to any right of first refusal held by the Company and (ii) the Remaining Holders do have not exercise exercised their respective rights of refusal as to all of purchase the Offered Shares pursuant to Section 3.23.1, then each Holder other than the Selling Ordinary Shareholder (a “Co-Sale Selling Holder” for purposes of this Section 3.3subsection 3.2) that which notifies the Selling Ordinary Shareholder Key Common Holder in writing within twenty thirty (2030) days after Delivery receipt of the Additional Transfer Firm Offer Notice referred to in Section 3.2(c3.1(a), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Firm Offer Notice. Such Co-Sale Selling Holder’s notice to the Selling Ordinary Shareholder Key Common Holder shall indicate the number of shares of Equity Securities the Company that the Co-Sale 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 Ordinary Shareholder Key Common Holder may sell in the Transfer shall be correspondingly reduced.

Appears in 2 contracts

Samples: Co Sale Agreement (Kalobios Pharmaceuticals Inc), Sale Agreement (Kalobios Pharmaceuticals Inc)

Right of Co-Sale. (a) In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to To the extent the Company Company, the Non-Selling Common Holders and the Remaining Preferred Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 3.22.1, then each Preferred Holder other than the and Non-Selling Ordinary Shareholder Common Holder (each such Preferred Holder or Non-Selling Common Holder, a “Co-Sale Selling Holder” for purposes of this Section 3.32.2) that notifies the Selling Ordinary Shareholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in Section 3.2(c2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer NoticeNotice but with no obligation other than to transfer the shares and make customary representations and warranties; provided that the indemnification amount in connection with a breach of such representations and warranties shall be limited to the purchase price received. Such Co-Sale Selling Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of capital stock of the Company that the Co-Sale Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Preferred Holders or Non-Selling Common 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 Ordinary Shareholder may sell in the Transfer shall be correspondingly reduced.

Appears in 1 contract

Samples: Sale Agreement (New Oriental Education & Technology Group Inc.)

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Right of Co-Sale. (a) In the case of a transfer by any of event that (x) the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to the extent the Company and the Remaining Preferred Holders do not exercise their respective rights of refusal as purchase pursuant to Section 2.3(a) all of the Offered Restricted Founders Shares which an Offeree Holder proposed to sell, assign or transfer, and (y) the Purchase Offer will result in (1) the transfer of 25,000 or more shares of Common Stock by such Offeree Holder or (2) the transferee of such shares holding more than 50% of the Common Stock, each of the Preferred Holders shall have the right, exercisable upon written notice to the Offeree Holder within 30 business days after receipt of the Notice of the Purchase Offer, to participate in the Offeree Holder's sale of Restricted Founders Shares pursuant to Section 3.2, then each Holder other than the Selling Ordinary Shareholder (a “Co-Sale Holder” for purposes of this Section 3.3) that notifies the Selling Ordinary Shareholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in Section 3.2(c), shall have the right to participate in such sale of Equity Securities on the same specified terms and conditions as specified in the Transfer Notice. Such Co-Sale Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of the Company that the Co-Sale Holder wishes to sell under his, her or its right to participatesuch Purchase Offer. To the extent one or more of the Preferred Holders exercise such right of participation participation, in accordance with the terms and conditions set forth belowhereof, the number of shares of Equity Securities that Restricted Founders Shares which the Selling Ordinary Shareholder Offeree Holder may sell in the Transfer pursuant to such Purchase Offer shall be correspondingly reduced.. The right of participation of each of the Preferred Holders shall be subject to the following terms and conditions:

Appears in 1 contract

Samples: Stockholder Rights Agreement (Allos Therapeutics)

Right of Co-Sale. (a) In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to To the extent the Company and the Remaining Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 3.22.1, then each Holder other than the Selling Ordinary Shareholder that has not exercised its Right of First Refusal (a “Co-Sale HolderParticipant” for purposes of this Section 3.32.2) that notifies the Selling Ordinary Shareholder in writing within twenty fifteen (2015) business days after Delivery of the Additional Transfer Notice referred to in Section 3.2(c2.1(c), shall have the right to participate in such sale of Equity Securities Offered Shares on the same terms and conditions as specified in the Additional Transfer NoticeNotice referred to in Section 2.1(c). Such Co-Sale HolderParticipant’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of the Company Equity Securities that the Co-Sale Holder Participant wishes to sell under his, her or its right to participate. To the extent one or more of the Holders Co-Sale Participants exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities Offered Shares that the Selling Ordinary Shareholder may sell in the Transfer shall be correspondingly reduced.

Appears in 1 contract

Samples: Sale Agreement (Longtop Financial Technologies LTD)

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