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

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights 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 Key Holder to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock that such Investor or 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 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), and subject to the same conditions as would have applied had the 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 Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder shall also reimburse each Investor and 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 Investor’s or Rights Holder’s (as applicable) 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 Investor or Rights Holder 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 Key Holder Prospective Transferee to purchase from such Investor or Rights Holder Participating Stockholder the type and number of shares of Capital Stock that such Investor or Rights Holder 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(d2.2(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 Investor or Rights Holder, as applicable, 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 Investor and Rights Holder 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 InvestorParticipating Stockholder’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Restricted Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or 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 Key Restricted Holder to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock that such Investor or 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(d9.2(d)(i) and the first sentence of Subsection 9.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the 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 Investor or Rights Holder, as applicable, Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.29.2. Such Key Restricted Holder shall also reimburse each Investor and 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.29.2.

Violation of Co-Sale Right. If any Key Holder Transferring Shareholder purports to sell any Transfer Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights 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 Key Holder Transferring Shareholder to purchase from each such Investor or Rights and other Key Holder the type and number of shares of Capital Stock Transfer Shares that such Investor or Rights 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(d2.2(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 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 Investor or Rights Holder, as applicable, learns Investors and Key Holders learn of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder Transferring Shareholder shall also reimburse each Investor and Rights 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 Investor’s such Investor or Rights Key Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder 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 Key Holder Stockholder to purchase from such Investor or Rights Holder Participating Stockholder the type and number of shares of Capital Stock Shares that such Investor or Rights Holder 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), and subject to the same conditions as would have applied had the 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 Investor or Rights Holder, as applicable, Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder Stockholder shall also reimburse each Investor and Rights Holder 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 InvestorParticipating Stockholder’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Investor or Rights 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 Key Holder to purchase from such Participating Investor or Rights Holder the type and number of shares of Capital Stock that such Participating Investor or 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 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d2.2(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 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 Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder shall also reimburse each Participating Investor and 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder Major 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 Key Holder to purchase from such Investor or Rights Holder Major Stockholder the type and number of shares of Capital Stock that such Investor or Rights Holder Major Stockholder would have been entitled to sell to the Prospective Transferee under Subsection 2.2 had the Prohibited Transfer been effected pursuant to and 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), terms and subject to the same conditions as would have applied had the 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 Investor or Rights Holder, as applicable, Major Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder shall also reimburse each Investor and Rights Holder Major 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 InvestorMajor Stockholder’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder 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 Key selling Holder to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock that such Investor or 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 2.22.2 (Right of Co- Sale). The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d2.2(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 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 Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.22.2 (Right of Co-Sale). Such Key selling Holder shall also reimburse each Investor and Rights 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.22.2 (Right of Co-Sale).

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 Investor or Rights 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 Investor or Key Holder Holder, as applicable, to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock that such Investor or 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 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d2.2(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 Investor or Rights Holder, as applicable, 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 Investor and 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder 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 Key Holder Stockholder to purchase from such Investor or Rights Holder Participating Stockholder the type and number of shares of Capital Stock that such Investor or Rights Holder 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(d4.2(d)(i) and the first sentence of Subsection 4.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the 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 Investor or Rights Holder, as applicable, Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.24.2. Such Key Holder Stockholder shall also reimburse each Investor and Rights Holder 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 InvestorParticipating Stockholder’s or Rights Holder’s (as applicable) rights under Subsection 2.24.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Investor or Rights Holder 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 Key Holder to purchase from such Participating Investor or Rights Holder the type and number of shares of Capital Stock that such Participating Investor or 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 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d2.2(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 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 Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder shall also reimburse each Participating Investor and 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder 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 Key Holder selling Stockholder to purchase from such Investor or Rights Holder the Stockholder the type and number of shares of Capital Stock that such Investor or Rights Holder 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(d3.3(d), and subject to the same conditions as would have applied had the 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 Investor or Rights Holder, as applicable, such Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.23.3. Such Key Holder selling Stockholder shall also reimburse each Investor and Rights Holder 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 InvestorStockholder’s or Rights Holder’s (as applicable) rights under Subsection 2.23.3.

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Significant Investor or Rights 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 Key Holder to purchase from such Significant Investor or Rights Holder the type and number of shares of Capital Stock that such Significant Investor or 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 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), and subject to the same conditions as would have applied had the 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 Significant Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder shall also reimburse each Significant Investor and 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 Significant Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Common Holder or Non-Lead Investor purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder who (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 Key Common Holder or Non-Lead Investor, as applicable, to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock that such Investor or Rights Holder 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), terms and subject to the same conditions as would have applied had the Key Common Holder or 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 Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2Section 7.3. Such Key Common Holder or Non-Lead Investor shall also reimburse each Investor and 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2Section 7.3.