Right of Participation in Sales Sample Clauses

Right of Participation in Sales. (a) If at any time a Stockholder desires to sell any Shares owned by him to a Proposed Transferee, and those Shares to be transferred have not been purchased by the Company or other Stockholders under Section 2.2, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Stockholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Stockholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders wishing to participate in any sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall, after complying with the provisions of Section 2.2, give to each other Stockholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “Participating Stockholder”) shall notify the Selling Stockholder in writing of such intention within 15 days after such Participating Stockholder’s receipt of the notice described in the preceding sentence. (c) The Selling Stockholder and each Participating Stockholder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, i...

Right of Participation in Sales. (i) If at any time the Optionee desires to sell for cash any part of the Option Stock owned by him to any person or entity other than one or more of the Purchasers (a “Buyer”), each of the Purchasers shall have the right to sell to the Buyer, as a condition to such sale by the Optionee, at the same price per share and on the same terms and conditions as involved in such sale by the Optionee, the same percentage of the Stock owned by such Purchaser as the Option Stock to be sold by the Optionee to the Buyer represents with respect to the Stock owned by the Optionee immediately prior to the sale of any of his Option Stock to the Buyer. (ii) Each Purchaser wishing to so participate in any sale under this Section 7 shall notify the Optionee in writing of such intention as soon as practicable after such Purchaser’s receipt of the Offer and in any event within twenty days after the date the Offer was made. (iii) The Optionee and each participating Purchaser shall sell to the Buyer all, or at the option of the Buyer, any part of the shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Buyer than those in the Offer provided by the Optionee; provided, however, that any purchase of less than all of such shares by the Buyer shall be made from the Optionee and each participating Purchaser pro rata based upon the relative amount of the shares that the Optionee and each participating Purchaser is otherwise entitled to sell. (iv) Any shares sold by the Optionee or a participating Purchaser pursuant to this Section 7 shall no longer be subject to this Section 7(c). (v) The Purchasers’ right to participate in sales pursuant to this Section 7 shall not apply with respect to sales of Option Stock to the Corporation.

Right of Participation in Sales. (a) If at any time CCIC Member wishes to sell all or any portion of the CCIC HoldCo Interest to any person or entity other than BAM or any Affiliate of CCIC Member (the "CCIC HoldCo Interest Purchaser"), BAM shall have the right to offer for sale to the CCIC HoldCo Interest Purchaser, as a condition of such sale by CCIC Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Member, the same proportion of the BAM HoldCo Interest as the proposed sale represents with respect to the CCIC HoldCo Interest. BAM shall notify CCIC Member of such intention as soon as practicable after receipt of the CCIC Offer made pursuant to Section 8.3, and in all events within thirty (30) days after receipt thereof. In the event that BAM elects to participate in such sale by CCIC Member, BAM shall communicate such election to CCIC Member, which communication shall be delivered in accordance with Section 11.5. CCIC Member and BAM shall sell to the CCIC HoldCo Interest Purchaser the CCIC HoldCo Interest proposed to be sold by CCIC Member and the BAM HoldCo Interest proposed to be sold by BAM, at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC HoldCo Interest Purchaser than those in the CCIC Offer provided by CCIC Member under Section 8.3 above; provided, however, that any purchase of less than all of the CCIC HoldCo Interest and the BAM HoldCo Interest by the CCIC HoldCo Interest Purchaser shall be made from CCIC Member and BAM pro rata based upon the amount offered to be sold by each. Any portion of the CCIC HoldCo Interest and the BAM HoldCo Interest sold pursuant to this Section 8.5(a) shall no longer be subject to the restrictions imposed by Sections 8.3 or 8.4 of this Operating Agreement or entitled to the benefit of this Section 8.5(a). (b) If at any time BAM wishes to sell all or any portion of the BAM HoldCo Interest to any person or entity other than CCIC Member or Xxxx Atlantic Corporation or any other Affiliate of BAM (the "BAM HoldCo Interest Purchaser"), CCIC Member shall have the right to offer for sale to the BAM HoldCo Interest Purchaser, as a condition of such sale by BAM, at the same price and on the same terms and conditions as involved in such sale by BAM, the same proportion of the CCIC HoldCo Interest as the proposed sale represents with respect to the BAM HoldCo Interest. CCIC Member shall notify BAM of such intention as soon as practicable after receipt of the BAM O...

Right of Participation in Sales. (a) If at any time the Securityholder desires to sell for cash all or any part of the Shares owned by him to any person or entity other than one or more of the Purchasers (the "Buyer"), each of the Purchasers shall have the right to sell to the Buyer, as a condition to such sale by the Securityholder, at the same price per share and on the same terms and conditions as involved in such sale by the Securityholder, the same percentage of the Shares owned by such Purchaser as the Shares to be sold by the Securityholder to the Buyer represents with respect to (b) Each Purchaser wishing to so participate in any sale under this Section 4 shall notify the Securityholder in writing of such intention as soon as practicable after such Purchaser's receipt of the Offer made pursuant to Section 3, and in any event within twenty days after the date the Offer was made. Such notification shall be given to such Securityholder in accordance with Section 11 below. (c) The Securityholder and each participating Purchaser shall sell to the Buyer all, or at the option of the Buyer, any part of the Shares proposed to be sold by them at not less than the price and upon other teens and conditions, if any, not more favorable to the Buyer than those in the Offer provided by the Securityholder under Section 3 above; provided, however, that any purchase of less than all of such Shares by the Buyer shall be made from the Securityholder and each participating Purchaser pro rata based upon the relative amount of the Shares that the Securityholder and each participating Purchaser is otherwise entitled to sell pursuant to Section 4(a). (d) Any Shares sold by the Securityholder or a participating Purchaser pursuant to this Section 4 shall no longer be subject to this Agreement. (e) The Purchasers' right to participate in sales pursuant to this Section 4 shall not apply with respect to sales of Shares to the Company or transfers permitted pursuant to Section 2(a)(i) or (ii).

Right of Participation in Sales. Subject to Section 2.6 hereof, each Preferred Investor that has elected not to exercise its right of first refusal pursuant to Section 2.3 hereof with respect to such Offered Securities (each a “Non-Exercising Preferred Investor”), shall have the right (the “Co-Sale Right”) to sell to the Third Party Purchaser, at the same price per share and on the same terms and conditions set forth in the Offer, a portion of the Securities to be sold to the Third Party Purchaser that is less than or equal to the quotient obtained by dividing (a) the total number of shares of Common Stock issued or issuable to such Non-Exercising Preferred Investor upon the conversion of the shares of Preferred Stock issued to such Non-Exercising Preferred Investor by (b) the sum of (i) the total number of shares of Common Stock issued or issuable to all Non-Exercising Preferred Investors upon the conversion of the shares of Preferred Stock issued to all such Non-Exercising Preferred Investors plus (ii) the total number of shares of Common Stock included in the Co-Sale Securities or which may be obtained upon conversion, exchange or exercise of the Co-Sale Securities. To the extent a Non-Exercising Preferred Investor exercises its Co-Sale Right in accordance with this Article 3, the amount of Co-Sale Securities which the Offering Investor may sell to such Third Party Purchaser shall be correspondingly reduced.

Right of Participation in Sales. If at any time a Founder wishes to sell, or otherwise dispose of any Shares owned by him (the "Selling Founder") to any person (the "Purchaser") in a transaction which is subject to the provisions of Section 2 hereof, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said Investor at the same price per Share and on the same terms and conditions as involved in such sale or disposition by the Selling Founder the same percentage of shares of Common Stock owned (and deemed to be owned hereunder) by such Investor as such sale or disposition (as finally consummated) represents with respect to said shares of Common Stock then owned by the Founders. Each Investor wishing so to participate in any such sale or disposition shall notify the Selling Founder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt thereof. In the event that an Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the Selling Founder, which communication shall be delivered by hand or mailed to the Selling Founder at the address set forth in Section 8 below. The Selling Founder and/or each participating Investor shall sell to the Purchaser all, or at the option of the Purchaser, any part 5 -5- of the Stock (as defined in Section 5 below) proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally offered; provided, however, that any purchase of less than all of such Stock by the Purchaser shall be made from the Selling Founder and/or each participating Investor based upon a fraction, the numerator of which is the number of shares of Stock of the Company then owned by the Selling Founder or such participating Investor (including any shares of Common Stock deemed to be owned hereunder, being a number of shares equal to that into which Preferred Stock held by such Investor is convertible on the date of the Offer using as the conversion formula that conversion price equal to the lesser of (i) the Series A Conversion Price in place at such time (as defined in the Company's Certificate of Incorporation, as amended or restated from time to time) or (ii) the conversion price of $2.402 per share) and the denominator of which is the aggregate number of shares of S...

Right of Participation in Sales. If at any time following compliance with the provisions of Section 3 (if applicable), any Selling Management Shareholder desires to transfer all or any part of the Shares owned by him or it to any third party (not including the Company), then each Other Shareholder (other than those who have elected to purchase Shares pursuant to Section 3) shall have the right to sell to the third party, as a condition to such sale by the Selling Management Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Management Shareholder, a pro rata portion of the amount of Shares proposed to be sold to the third party; provided, however, that such right shall not apply to any sale or transfer by a Management Shareholder to the Company. The "pro rata portion" of Shares which the Other Shareholder shall be entitled to sell to the third party shall be that number of Shares as shall equal the number of Shares proposed to be sold to the third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock which are then held by the Other Shareholder wishing to participate in the sale or issuable upon exercise of Warrants held by such Other Shareholder, and the denominator of which is the aggregate of all shares of Common Stock which are then held by all Other Shareholders wishing to participate in any sale under this Section 4 or issuable upon exercise of Warrants held by such Other Shareholders, including the Selling Management Shareholder.

Right of Participation in Sales. (a) If at any time Bidder Member wishes to sell all or any portion of the Bidder HoldCo Interest to any person or entity other than Xxxxxxxx (the "Bidder HoldCo Interest Purchaser"), Xxxxxxxx (on behalf of the Xxxxxxxx Members) shall have the right to offer for sale to the Bidder HoldCo Interest Purchaser, as a condition of such sale by Bidder Member, at the same price and on the same terms and conditions as involved in such sale by Bidder Member, the same proportion of the Xxxxxxxx HoldCo Interest as the proposed sale represents with respect to the Bidder HoldCo Interest. Xxxxxxxx shall

Right of Participation in Sales. (a) Co-Sale Right. If at any time one or more Employee Shareholders ------------- or one or more Investors desire to sell fifteen percent (15%) or more of the outstanding shares of Common Stock (in each case, the "Take-Along Shares") to any Proposed Transferee prior to the first to occur of the IPO or the Rights Offering and such Employee Shareholders or Investors are permitted to make such sale under Section 4.2, the Employee Shareholder(s) or Investor(s) shall make effective arrangement (which shall be a condition to any such sale) so that each of the Investors, in the case of selling Employee Shareholder(s), or each of the Partners, in the case of selling Investors, shall have the right to sell to the Proposed Transferee, at the same price per share and other terms and conditions as involved in such sale by the selling Employee Shareholders or Investors, as the case may be, such number of shares of Common Stock (calculated on a fully-diluted basis) equal to the Take-Along Shares multiplied by a fraction, (i) the numerator of which is the aggregate number of shares of Common Stock owned by the Investor or Partner, as the case may be, desiring to participate in the sale (calculated on a fully-diluted basis), and (ii) the denominator of which is the sum of all shares of Common Stock owned by the selling Employee Shareholder(s) or Investor(s) and all of the Investors or Partners, as the case may be, desiring to participate in the sale to the Proposed Transferee under this Section (calculated on a fully- diluted basis). (b) Notice of Intent to Participate. Each Investor or Partner ------------------------------- wishing to so participate in any sale under this Section 4.6 shall notify the selling Employee Shareholder(s) or Investor(s), as the case may be, in writing of such intention as soon as practicable after such Investor's or Partner's receipt of the notice of the proposed Transfer, and in any event within fifteen (15) days after the date the notice of the proposed Transfer was given. Such notification shall be delivered in person or mailed to the selling Employee Shareholder(s) or Investor(s).

Right of Participation in Sales. If the Offered Shares are not purchased by the Company pursuant to Section 2.2 above, then all Shareholders other than the Offering Shareholder (each, a "Non-offering Shareholder," and together, the "Non-offering Shareholders") shall be entitled to participate in the Proposed Transfer in the manner and to the extent set forth in this Section 2.3. Each Non-offering Shareholder who desires to participate in the Proposed Transfer shall give written notice of such desire to the Offering Shareholder within twenty (20) business days following the Offer Date. Each Non-offering Shareholder who gives such notice shall be entitled to sell in the Proposed Transfer, in accordance with the Terms, a portion of the Shares then held by the Non-offering Shareholder as described in subsection (b) below. The Offering Shareholder shall assign so much of his or her interest in any instrument or agreement governing the Proposed Transfer as each electing Non-offering Shareholder shall be entitled to and shall request hereunder, and each Non-offering Shareholder shall assume such part of the obligations of the Offering Shareholder under such instrument or agreement as it shall relate to the sale of securities by the Offering Shareholder.