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

Violation of Co-Sale Right. If any stockholder of the Company purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder to purchase from such Investor the type and number of shares of Capital Stock that such Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the 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 learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such stockholder shall also reimburse each 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 Investor’s rights under Section 2.2.

Violation of Co-Sale Right. If any stockholder of the Company Key Holder purports to sell any Transfer Common Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Key Holder to purchase from such Investor the type and number of shares of Capital Common Stock that such Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2Subsection 5.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(iSubsection 5.2(d)(i) and the first sentence of Section 2.2(d)(iiSubsection 5.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the stockholder 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 an Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2Subsection 5.2. Such stockholder Key Holder shall also reimburse each 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 such Investor’s rights under Section 2.2Subsection 5.2.

Violation of Co-Sale Right. If any stockholder of the Company Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Existing Investor who desires to exercise its Right of Co-Sale under Section 2.2 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Key Holder to purchase from such Existing Investor the type and number of shares of Capital Stock that such Existing Investor would have been entitled to sell to the Prospective Transferee under Section 5.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.25.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, terms and subject to the same conditions as would have applied had the stockholder 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 Existing Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.25.2. Such stockholder Key Holder shall also reimburse each Existing 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 Investor’s rights under Section 2.25.2.

Violation of Co-Sale Right. If any stockholder of the Company Key Holder purports to sell any Transfer Stock Shares in contravention of the Right of Co-Sale (a “"Prohibited Transfer”"), each Participating Investor who desires to exercise its Right of Co-Sale under Section 2.2 6.5 may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Key Holder to purchase from such Participating Investor the type and number of shares of Capital Stock Shares that such Participating Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.26.5. The sale will be made on the same terms, including, without limitation, including as provided in Section 2.2(d)(i6.5(d)(i) and the first sentence of Section 2.2(d)(ii6.5(d)(ii), as applicable, and subject to the same conditions as would have applied had the stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, including the delivery of the purchase price) must be made within ninety (90) 90 days after the Participating Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.26.5. Such stockholder Key Holder shall also reimburse each Participating 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 Investor’s 's rights under Section 2.26.5.

Violation of Co-Sale Right. If any stockholder of the Company Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investor who desires to exercise its Right of Co-Sale under Section 2.2 Subsection 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Key Holder to purchase from such Major Investor the type and number of shares of Capital Common Stock that such Major Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2Subsection 5.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(iiSubsection 5.2(f), as applicable, and subject to the same conditions as would have applied had the stockholder 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 Major Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2Subsection 5.2. Such stockholder Key Holder shall also reimburse each Major 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 Major Investor’s rights under Section 2.2Subsection 5.2.

Violation of Co-Sale Right. If any stockholder of the Company Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor Pharma Holder who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Stockholder to purchase from such Investor Pharma Holder the type and number of shares of Capital Stock that such Investor Pharma Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii2.2(d), as applicable, and subject to the same conditions as would have applied had the stockholder 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 Pharma Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such stockholder Stockholders shall also reimburse each Investor Pharma 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 InvestorPharma Holder’s rights under Section 2.2.

Violation of Co-Sale Right. If any stockholder of the Company Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who the Investor, if it desires to exercise its Right of Co-Sale under Section 2.2 Subsection 2.2, may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Key Holder to purchase from such the Investor the type and number of shares of Capital Stock that such the Investor 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 Section Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, terms and subject to the same conditions as would have applied had the stockholder 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 learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section Subsection 2.2. Such stockholder Key Holder shall also reimburse each the 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 Investor’s rights under Section Subsection 2.2.

Violation of Co-Sale Right. If any stockholder of the Company Prospective Transferor purports to sell any Transfer Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 2.2 5.2 hereof may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder Prospective Transferor to purchase from such Investor the type and number of shares of Capital Stock Shares that such Investor would have been entitled to sell to the Prospective Transferee under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.25.2 hereof. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, terms and subject to the same conditions as would have applied had the stockholder Prospective Transferor 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 learns of the Prohibited Transfer, as opposed to the timeframe proscribed provided for in Section 2.25.2 hereof. Such stockholder Prospective Transferor shall also reimburse each 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 Investor’s rights under Section 2.25.2 hereof.