Common use of Sale to Transferee Clause in Contracts

Sale to Transferee. The Stockholder and each participating Investor shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Founders, Shares and/or Conversion Shares proposed to be sold at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the Offer provided by the Stockholder under Section 2.1 above; provided, however, that any purchase of less than all of such Founders' Shares and/or Conversion Shares by the Proposed Transferee shall be made from the Stockholder and each participating Investor pro rata based upon the relative amount of the Founders' Shares and/or Conversion Shares that the Stockholder and each participating Investor is otherwise entitled to sell pursuant to Section 2.2(a).

Appears in 2 contracts

Samples: Stockholders Agreement (Viagrafix Corp), Stockholders Agreement (Viagrafix Corp)

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Sale to Transferee. The Stockholder Shareholder and each participating Investor shall sell to the Proposed Transferee Purchaser all, or at the option of the Proposed TransfereePurchaser, any part of the Founders, Shares and/or Conversion Investor 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 Proposed Transferee Purchaser than those in the Offer provided by the Stockholder Shareholder under Section 2.1 above; provided, however, that any purchase of less than all of such Founders' Shares and/or Conversion Investor Shares by the Proposed Transferee Purchaser shall be made from the Stockholder - 6 - 7 Shareholder and each participating Investor pro rata based upon the relative amount of the Founders' Shares and/or Conversion Investor Shares that the Stockholder Shareholder and each participating Investor is otherwise entitled to sell pursuant to Section 2.2(a).

Appears in 1 contract

Samples: Voting and Co Sale Agreement (Chemgenics Pharmaceuticals Inc)

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Sale to Transferee. The Selling Stockholder and each participating Investor shall sell to the Proposed Transferee all, or or, at the option of the Proposed Transferee, any part of the Founders, Shares and/or Conversion Shares 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 Proposed Transferee than those in the Offer provided by the Selling Stockholder under Section 2.1 above2.01; provided, however, that any purchase of less than all of such Founders' Shares and/or Conversion Shares shares by the Proposed Transferee shall be made from the Selling Stockholder and each participating Investor pro rata based upon the relative amount of the Founders' Shares and/or Conversion Shares shares that the Selling Stockholder and each participating Investor is otherwise entitled to sell pursuant to this Section 2.2(a)2.02.

Appears in 1 contract

Samples: Stockholders Agreement (Solomon Technologies Inc)

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