Rights of Co-Sale Sample Clauses

Rights of Co-Sale. (a) In the event the Investors fail to exercise their rights under Section 2.1 or do not reach an agreement for the purchase and sale of the Offered Shares within the time periods specified in Section 2.1(a), and if at any time thereafter a Shareholder proposes to Transfer Equity Securities (and thereby become a “Selling Holder”), the Selling Holder shall promptly give the Company and each Investor written notice of the Selling Holder’s intention to make the Transfer (for purposes of this Section 2.2, the “Transfer Notice”). The Transfer Notice shall include (i) a description of the Equity Securities to be transferred (for purposes of this Section 2.2, the “Offered Shares”), (ii) the name(s) and address(es) of the prospective transferee(s), (iii) the consideration, and (iv) the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Selling Holder has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer. In the event that the Transfer is being made pursuant to the provisions of Section 2.3, the Transfer Notice shall state under which specific subsection the Transfer is being made. (b) Each Investor that notifies the Company and the Selling Holder in writing within five (5) days after Delivery of a Transfer Notice referred to in Section 2.2(a) that it wishes to exercise its rights of co-sale (a “Co-selling Investor”) 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-selling Investor’s notice to the Company and the Selling Holder shall indicate the maximum number of shares of capital stock of the Company that the Co-selling Investor wishes to sell under his, her or its 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 Equity Securities that the Selling Holder may sell in the Transfer shall be correspondingly reduced. (c) Each Co-selling Investor 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 aggrega...

Rights of Co-Sale. None of the shareholders of the Company listed on the signature page hereof (the “Shareholders”) shall enter into any transaction that would result in the sale by it of any capital common stock of the Company now or hereafter owned by it, unless prior to such sale such Shareholder shall give written notice (the “Co-Sale Notice”) to Holder addressed and delivered as set forth in Section 16 hereof, of its intention to effect such sale in order that Holder may exercise its rights under this Section 13 as hereinafter described. Such notice shall set forth (i) the number of shares to be sold by such Shareholder, (ii) the principal terms of the sale, including the price at which the shares are intended to be sold, and (iii) an offer by such Shareholder to cause to be included with the shares to be sold by it in the sale, on a share-by- share basis and on the same terms and conditions, the Shares issuable or issued to Holder pursuant this Warrant.

Rights of Co-Sale. (a) Co-Sale. Fiat shall have the obligation, and each other Member (for purposes of this Section 13.3, the “Co-Sale Members”) who is not then in breach of this Agreement or the Shareholder Agreement shall have the right, to include a number of interests of each class of Membership Interests in any proposed Transfer, at the same price per Membership Interest and upon the same terms and conditions as to be paid and given to Fiat, equal to, with respect to each class of Membership Interests, the product (rounded up to the nearest whole number) obtained by multiplying (i) the number of such class of Membership Interests proposed to be sold in the contemplated sale and (i) a fraction, (A) the numerator of which is equal to the number of Membership Interests of such class held by such Co-Sale Member and (B) the denominator of which is equal to the number of Membership Interests of such class held, in the aggregate, by Fiat and the Co-Sale Members.

Rights of Co-Sale. In the event that any Shareholder intends to sell or transfer, directly or indirectly, any shares of any class of Capital Stock held by it to any Person other than a Related Party, each Holder will have the right to participate in such sale or transfer on the terms set forth in this Article VI; provided, however, none of the provisions of this Agreement will apply to any sale by a Shareholder of shares of Capital Stock in a bona fide underwritten public offering under the Securities Act, so long as all Holders have had an opportunity to participate in such offering pursuant to the registration rights under this Agreement.

Rights of Co-Sale. Prior to the completion of a Qualified Public ----------------- Offering (as hereinafter defined) the following shall apply: (a) Co-Sale Right. Neither Xxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx, nor ------------- Xxxx X. Xxxxx (individually a "Selling Shareholder" and collectively the "Selling Shareholders") shall enter into any transaction that would result in the sale by him of any Common Stock now or hereafter owned by him, unless prior to such sale the Selling Shareholder shall give notice to Holder of his intention to effect such sale in order that Holder may exercise its rights under this Section 12 as hereinafter described. Such notice shall set forth (i) the number of shares to be sold by the Selling Shareholder, (ii) the principal terms of the sale, including the price at which the shares are intended to be sold, and (iii) an offer by the Selling Shareholder to use his best efforts to cause to be included with the shares to be sold by him in the sale, on a share-by-share basis and on the same terms and conditions, the Shares issuable or issued to Holder pursuant this Warrant.

Rights of Co-Sale. (a) Co-Sale Right. Until such time as the Company does an underwritten public offering raising at least $10,000,000.00, neither Empire National II, LLC, Charxxx X. Xxxxx, Xxffxxx X. Xxxx, Xxmexxx Xxxxxx, xxr Janixx X. Xxxeze (individually a "Selling Shareholder" and collectively the "Selling Shareholders") shall enter into any transaction that would result in the sale by it of any Common Stock now or hereafter owned by it, unless prior to such sale the Selling Shareholder shall give notice to Holder of its intention to effect such sale in order that Holder may exercise its rights under this Section 12 as hereinafter described. Such notice shall set forth (i) the number of shares to be sold by the Selling Shareholder, (ii) the principal terms of the sale, including the price at which the shares are intended to be sold, and (iii) an offer by the Selling Shareholder to use its best efforts to cause to be included with the shares to be sold by it in the sale, on a share-by-share basis and on the same terms and conditions, the Shares issuable or issued to Holder pursuant this Warrant.

Rights of Co-Sale. Each Series B Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series B Preferred Stock (each a “Significant Series B Investor” and, collectively, the “Significant Series B Investors”), each Series C Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series C Preferred Stock (each a “Significant Series C Investor” and collectively, the “Significant Series C Investors”), each Series D Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series D Preferred Stock (each a “Significant Series D Investor” and, collectively, the “Significant Series D Investors”), each Series E Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series E Preferred Stock (each a “Significant Series E Investor,” collectively, the “Significant Series E Investors”), each Series F Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series F Preferred Stock (each a “Significant Series F Investor,” collectively, the “Significant Series F Investors”), each Series G Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series G Preferred Stock (each a “Significant Series G Investor,” collectively, the “Significant Series G Investors”), each Series H Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series H Preferred Stock (each a “Significant Series H Investor,” collectively, the “Significant Series H Investors”), each Series I Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series I Preferred Stock (each a “Significant Series I Investor,” collectively, the “Significant Series I Investors”), and each Series J Investor that, together with any Affiliates, owns not less than 5% of the then issued and outstanding Series J Preferred Stock (each a “Significant Series J Investor,” collectively, the “Significant Series J Investors” and, together with the Significant Series B Investors, Significant Series C Investors, Significant Series D Investors, Significant Series E Investors, Significant Series F Investors, Significant Series G Investors, Significant Series H Investors and Significant Series I Investors, the “Significant Investors”) shall be entitled to the following co-sale rights, except wit...

Rights of Co-Sale. (a) Rights of Co-Sale. If at any time in accordance with the terms of ----------------- this Agreement, Shareholder proposes to transfer, sell, assign or otherwise convey any Preferred Shares or Warrants to an unaffiliated third party (the "Transaction"), then to the extent the Company has not exercised its right of first refusal pursuant to Section 2 hereof as to any Preferred Shares being sold, any holder of Common Stock of the Company (an "Eligible Holder") who notifies the Company in writing within 30 days after receipt of notification of the Transaction shall have the opportunity to sell to such third party shares of Common Stock held by such Eligible Holder in the same proportion as the Preferred Shares (or Warrants, as the case may be) which Shareholder proposes to sell bear to the total number of Preferred Shares (or Warrants, as the case may be) held by Shareholder (a "Pro Rata Portion"); whereupon Shareholder shall assign so much of its interest in the agreement of sale as the Eligible Holder shall be entitled to and shall request hereunder, and the Eligible Holder shall assume such part of the obligations of Shareholder under such agreement as shall relate to the sale of the Common Stock by the Eligible Holder. Each Eligible Holder shall notify Shareholder whether he/she elects to sell an amount equal to or less than its Pro Rata Portion. The Eligible Holders shall be entitled to sell their Common Stock to any proposed purchaser (the "Proposed Purchaser") hereunder of the Preferred Shares at a purchase price equal to the fair market value of the Common Stock in light of the transaction contemplated with the Proposed Purchaser(s) as determined by an appraisal made by an independent investment banker.

Rights of Co-Sale. (a) Co-Sale Right. Neither Intelligent Systems Corporation, Xxxxx & Xxxxxxxx Ltd., nor GW Investments, Ltd. (individually a "Selling Shareholder" and collectively the "Selling Shareholders") shall enter into any transaction that would result in the sale by it of any Common Stock now or hereafter owned by it, unless prior to such sale the Selling Shareholder shall give notice to Holder of its intention to effect such sale in order that Holder may exercise its rights under this Section 12 as hereinafter described. Such notice shall set forth (i) the number of shares to be sold by the Selling Shareholder, (ii) the principal terms of the sale, including the price at which the shares are intended to be sold, and (iii) an offer by the Selling Shareholder to use its best efforts to cause to be included with the shares to be sold by it in the sale, on a share-by-share basis and on the same terms and conditions, the Shares issuable or issued to Holder pursuant this Warrant. The co-sale rights hereunder shall terminate if the Company successfully completes the IPO and repays the Note in full and shall not be effective with respect to the sale by any Selling Shareholder in the IPO.

Rights of Co-Sale. (a) In the event that any Shareholder intends to sell or transfer, directly or indirectly, any shares of any class of Capital Stock held by it to any Person, each Holder will have the right to participate in such sale or transfer on the terms set forth in this Article VI; provided, however, none of the provisions of this Article VI will apply to any sale by the Shareholder of shares of Capital Stock in a Public Offering, so long as all Holders have had an opportunity to participate in such offering pursuant to the registration rights under this Agreement. The rights granted under this Section 6.01 shall expire with respect to each Purchaser individually upon (i) the repayment of the Senior Obligations owed to such Purchaser and the sale of in excess of 80% of such Purchaser's Warrant Shares, (ii) the occurrence of a Qualified Liquidation Event or (iii) the occurrence of a Qualified Liquidity Milestone. (b) Notwithstanding Section 6.01(a) or Section 6.02, Xxxxx may sell up to an aggregate amount of 10% (calculated as of the date hereof) of his equity interest in the Company including stock, options and/or warrants (the "Xxxxx Equity Interest") without invoking the Holders' rights pursuant to Section 6.01(a) or Section 6.02 as long as (i) no sales are made in calendar year 1999 and (ii) no more than 2.5% of Xxxxx Equity Interest is sold in any single subsequent year. Any sales which would result in an excess of 10% of the Xxxxx Equity Interest in the Company being sold will require Purchaser's consent and be subject to Section 6.01(a) above. (c) Notwithstanding Section 6.01(a) or Section 6.02, Xxxxxx may sell up to an aggregate amount of 16% (calculated as of the date hereof) of his equity interests in the Company including stock, options and/or warrants (the "Xxxxxx Equity Interest") without invoking the Holders' rights pursuant to Section 6.01(a) or Section 6.02 as long as (i) no sales are made in calendar year 1999 and (ii) no more than 4% of his equity interest is sold in any single subsequent year. Any sales which would result in an excess of 16% of the Xxxxxx Equity Interest in the Company being sold will require Purchaser's consent and be subject to Section 6.01(a) above. (d) Notwithstanding Section 6.01(a) or Section 6.02, Polis may sell up to an aggregate amount of 16% (calculated as of the date hereof) of his equity interests in the Company including stock, options and/or warrants (the "Polis Equity Interest") without invoking the Holders' rights p...