Common use of Violation of Co-Sale Right Clause in Contracts

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee to purchase from such Participating Stockholder the type and number of shares of Capital Stock that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder shall also reimburse each Participating Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Restricted Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Rights Holder who desires to exercise its Right of Co-Sale under Subsection 2.2 9.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Restricted Holder to purchase from such Participating Stockholder Rights Holder the type and number of shares of Capital Stock that such Participating Stockholder Rights Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.29.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i9.2(d)(i) and the first sentence of Subsection 2.2(d)(ii9.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Investor or Key Restricted Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder Rights Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.29.2. Such Investor or Key Restricted Holder shall also reimburse each Participating Stockholder Rights Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderRights Holder’s rights under Subsection 2.29.2.

Violation of Co-Sale Right. If any Investor or Key Holder Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Stockholder to purchase from such Participating Stockholder the type and number of shares of Capital Stock Shares that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii2.2(d), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) 90 days after the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder Stockholder shall also reimburse each Participating Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Key Holder to purchase from such Participating Stockholder Investor the type and number of shares of Capital Stock that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) 90 days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Holder Transferring Shareholder purports to sell any Transfer Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Investor and Key Holder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Transferring Shareholder to purchase from each such Participating Stockholder Investor and other Key Holder the type and number of shares of Capital Stock Transfer Shares that such Participating Stockholder Investor or Key Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), . as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder Transferring Shareholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder learns Investors and Key Holders learn of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder Transferring Shareholder shall also reimburse each Participating Stockholder Investor and Key Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholdersuch Investor or Key Holder’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Investor or Key Holder, as applicable, to purchase from such Participating Stockholder Investor the type and number of shares of Capital Stock that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the selling Investor or selling Key Holder Holder, as applicable, not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such selling Investor or selling Key Holder Holder, as applicable, shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Investor who desires 2 to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Key Holder to purchase from such Participating Stockholder Investor the type and number of shares of Capital Stock that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 (Right of Co-Sale) may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee selling Holder to purchase from such Participating Stockholder Holder the type and number of shares of Capital Stock that such Participating Stockholder Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.22.2 (Right of Co- Sale). The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) (Aggregate Consideration) and the first sentence of Subsection 2.2(d)(ii) (Change of Control), as applicable, and subject to the same conditions as would have applied had the Investor or Key selling Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.22.2 (Right of Co-Sale). Such Investor or Key selling Holder shall also reimburse each Participating Stockholder other Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.22.2 (Right of Co-Sale).

Violation of Co-Sale Right. If any Investor or Key Holder Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating other Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 3.3 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee selling Stockholder to purchase from such Participating the Stockholder the type and number of shares of Capital Stock that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.23.3. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii3.3(d), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder selling Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating such Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.23.3. Such Investor or Key Holder selling Stockholder shall also reimburse each Participating of the other Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.23.3.

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Significant Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Key Holder to purchase from such Participating Stockholder Significant Investor the type and number of shares of Capital Stock that such Participating Stockholder Significant Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii2.2(d), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder Significant Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder shall also reimburse each Participating Stockholder Significant Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderSignificant Investor’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Investor or Key Holder Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 4.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Stockholder to purchase from such Participating Stockholder the type and number of shares of Capital Stock that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.24.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i4.2(d)(i) and the first sentence of Subsection 2.2(d)(ii4.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.24.2. Such Investor or Key Holder Stockholder shall also reimburse each Participating Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.24.2.

Violation of Co-Sale Right. If any Common Holder or Non-Lead Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who Investor (other than a selling Non-Lead Investor in a Proposed Transfer), to the extent it desires to exercise its Right of Co-Sale under Subsection 2.2 Section 7.3 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee Common Holder or Non-Lead Investor, as applicable, to purchase from such Participating Stockholder Investor the type and number of shares of Capital Stock that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee under Section 7.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 2.2Section 7.3. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, terms and subject to the same conditions as would have applied had the Investor Common Holder or Key Holder Non-Lead Investor, as applicable, not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2Section 7.3. Such Common Holder or Non-Lead Investor or Key Holder shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2Section 7.3.