Rights of Co-Sale. (a) 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. (a) In connection with any Offer made pursuant to Section 9.3 with respect to an Offered Interest representing 10% or more of the fully-diluted equity of the Partnership, any Non-Selling Partner may, in lieu of purchasing the Offered Interest pursuant to said Section, notify the Selling Partner and the Partnership, within 30 days of the receipt of the notice from the Partnership that there is a Remaining Interest, of its desire to participate in the sale of the Offered Interest on the terms set forth in the Offer, and the number of Units it wishes to sell. If any Non-Selling Partner has expressed a desire to sell Units in the transaction, the Partnership shall promptly notify the Selling Partner of the aggregate number of Units any Non-Selling Partner wishes to sell. The Selling Partner shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Interest, the Units such Non-Selling Partner wishes to sell. If the Offeror does not wish to purchase all of the Units made available by the Selling Partner and such Non-Selling Partner, then the Selling Partner and such Non-Selling Manager shall be entitled to sell, at the price and on the terms and conditions set forth in the Offer (provided that the price set forth in the Offer with respect to Class D Units shall be appropriately adjusted, if necessary, based on the conversion ratio of any Class C Units to be sold), a portion of the Offered Interest being sold to the Offeror, in the same proportion as the selling holder's ownership of Units bears to the aggregate number of Units owned by the Selling Partner and such Non- Selling Manager. The transaction contemplated by the Offer shall be consummated not later than 90 days after the date of the Offer.
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) None of Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx or Xxxxxx X. Xxxxxx (the "Management Shareholders") shall enter into any transaction that would result in the sale by it of any Common Stock now or hereafter owned by him, unless prior to such sale such Management Shareholder shall give written notice (the "Co-Sale Notice") to Holder addressed and delivered as set forth in Section 14 hereof, 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 such Management 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 Management Shareholder to use his 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 Agreement.
Rights of Co-Sale. In the event that any Selling Major Holder desires, at any time, to sell, transfer, assign or otherwise dispose of any Voting Securities (whether now held or hereafter acquired), and receives a bona fide offer from a third party to purchase such Voting Securities (the "Major Holder Offered Securities"), then, unless such Selling Major Holder became a Selling Major Holder subsequent to and as a result of the death of a prior Major Holder, such Selling Major Holder shall give each December 1998 Holder 20 days' prior written notice (the "Major Holder Offer"), delivered or mailed as provided in Section 7.4, of the Selling Major Holder's intention to sell, transfer, assign or otherwise dispose of such Voting Securities (the "Major Holder Offered Securities"), stating the proposed price per Voting Security, the number of Voting Securities offered and the other material terms of such proposed sale. Such notice shall include a representation to the December 1998 Holders that a person has made a bona fide offer to consummate such Major Holder Offer and the Selling Major Holder has a good faith intention to sell such Voting Securities to such person on the terms specified. Each December 1998 Holder shall have the right, exercisable upon written notice to the Selling Major Holder within 20 days after receipt by such December 1998 Holder of the Major Holder Offer, to participate in the sale of Major Holder Offered Securities pursuant to the specified terms and conditions of the Major Holder Offer. To the extent a December 1998 Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Major Holder Offered Securities which the Selling Major Holder may sell pursuant to the Major Holder Offer shall be correspondingly reduced. The right of participation of each December 1998 Holder shall be subject to the following terms and conditions:
Rights of Co-Sale. (a) Co-Sale Right. Neither Xxxxxx X. Xxxxxxxx, Xxxxx Family Partnership, J. Xxxxx Xxxxxx, Xxx X. Xxxxxx, III, nor Xxxxxxx X. Xxxxx (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. (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.
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.
