Rights of Co-Sale Sample Clauses

Rights of Co-Sale. 6.1 To the extent a Preferred Holder (other than any of Founders and the FounderCos) does not exercise its Rights of First Refusal with respect to all or any part of the Offered Shares, the Company Unsubscribed Shares or the Remaining Shares (as applicable), such ROFR Holder (a “Co-Sale Holder”) shall have the Rights of Co-Sale to participate in such sale of such remaining Offered Shares not purchased pursuant to Section 5 (the “Residual Shares”) to the Prospective Purchaser on a pro rata basis with the Transferor and on the same terms and conditions as specified in the Transfer Notice (but in no event on terms and conditions less favorable than those offered to holder of Ordinary Shares or a Key Employee by the Prospective Purchaser). The Transferor shall promptly notify each Co-Sale Holder after the expiration of the Series E Exercise Period and the Prior Holder Exercise Period (if applicable) regarding their respective Rights of Co-Sale under this Section 6 (the “Co-Sale Notice”). To exercise its rights hereunder, each Co-Sale Holder must provide a written notice to the Transferor within ten (10) days of its receipt of the Co-Sale Notice indicating the number of Ordinary Shares (on an as-converted basis) it wishes to sell pursuant to this Section 6.1. 6.2 If the aggregate number of Ordinary Shares (on an as-converted basis) that the Co-Sale Holders desire to sell exceeds the number of Residual Shares, each Co-Sale Holder shall be entitled to sell up to its pro rata share of the Residual Shares, which shall be equal to the product of (i) the aggregate number of the Residual Shares, multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) elected to be sold by such Co-Sale Holder and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) elected to be sold by all the Co-Sale Holders. 6.3 Subject to Section 9, a Co-Sale Holder shall exercise its Rights of Co-Sale by promptly delivering to the Prospective Purchaser one or more certificates, properly endorsed for transfer, representing the type and number of Shares which such Co-Sale Holder elects to sell, which shall be Transferred to the Prospective Purchaser at the consummation of the sale of Shares pursuant to the terms and conditions specified in the Transfer Notice. The Company shall update its register of members upon the consummation of any such Transfer and provide such most updated register of members to ea...

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. Prior to an IPO and excluding any sale pursuant to the exemptions set forth in Rule 144 promulgated under the Securities Act, neither Clydx X. Xxxx, XXI, John X. Xxxxxxx xxx Richxxx X. Xxxxxx (xxdividually 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 13 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. 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. 1.1 Investors' Rights. Each time TLL Partners (the "Transferring Investor") ----------------- proposes to sell, transfer or otherwise dispose of Subject Shares other than to any wholly owned subsidiary or parent of, or to any corporation that is, within the meaning of the Securities Act of 1933, as amended (the "Act"), controlling, controlled by or under common control with, such Transferring Investor, in the case of a limited liability company, to its members, or gift transfers to its family members or one or more trusts (each, a "Permitted Transferee") for the benefit of the foregoing (in each case a "Transfer"), each Investor (referred to herein individually as an "Other Investor" and collectively as the "Other Investors") shall have a right of co-sale with respect to the sale of Subject Shares owned by such Other Investor in accordance with the provisions of this Section 1. Notwithstanding anything contained herein to the contrary, the parties hereto expressly agree that provisions of this Agreement shall continue and be binding against TLL Partners and any Permitted Transferee holding Subject Shares.

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, Steix xxx 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 "Steix Xxxity 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 Steix Xxxity Interest is sold in any single subsequent year. Any sales which would result in an excess of 10% of the Steix Xxxity 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, Barnxx 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 "Barnxx Xxxity 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 Barnxx Xxxity 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...