Common use of Sale to a Proposed Transferee Clause in Contracts

Sale to a Proposed Transferee. The Shareholder selling hereunder and each participating Investor 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 the price and upon such other terms and conditions, if any, as those in the Shareholder Offer provided by such Shareholder under Section 3.2(a); provided, however, that any purchase of less than all of such shares by the Buyer shall be deducted from the number of shares offered to be sold by such Shareholder and each participating Investor pro rata based upon the applicable number of Co-Sale Shares desired to be sold by the Shareholder and the number of shares that each participating Investor is entitled to sell pursuant to Section 3.4(a).

Sale to a Proposed Transferee. The Shareholder Investor selling hereunder and each participating Investor Founder shall sell to the Buyer all, or at the option of the Buyer, any part of the shares Shares proposed to be sold by them at the price and upon such other terms and conditions, if any, as those in the Shareholder Offer provided by such Shareholder under Section 3.2(a)Co-Sale Notice; provided, however, that any purchase of less than all of such shares by the Buyer shall be deducted from the number of shares Shares offered to be sold by such Shareholder Investor and each participating Investor Founder pro rata based upon the applicable number of Investor Co-Sale Shares desired to be sold by the Shareholder Founder and the number of shares that each participating Investor Founder is entitled to sell pursuant to Section 3.4(a3.5(a).