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

Violation of Co-Sale Right. If any Key Holder purports to sell any Common Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor 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 the type and number of shares of 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 Subsection 5.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(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 an Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2. Such 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 such Investor’s rights under Subsection 5.2.

Violation of Co-Sale Right. If any Key Holder stockholder of the Company purports to sell any Common 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 Key Holder stockholder to purchase from such Investor the type and number of shares of Common 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 Subsection 5.2Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(iSection 2.2(d)(i) and the first sentence of Subsection 5.2(d)(iiSection 2.2(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 an the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2Section 2.2. Such Key Holder 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 such the Investor’s rights under Subsection 5.2Section 2.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Common Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor 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 Major Stockholder the type and number of shares of Common Capital Stock that such Investor 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 5.22.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicable, 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 an Investor the Major Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.22.2. Such Key Holder shall also reimburse each Investor 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 such Investorthe Major Stockholder’s rights under Subsection 5.22.2.

Violation of Co-Sale Right. If any Key Holder Stockholder purports to sell any Common 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 Key Holder Stockholder to purchase from such Investor Pharma Holder the type and number of shares of Common 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 Subsection 5.2Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(iiSection 2.2(d), 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 an Investor the Pharma Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2Section 2.2. Such Key Holder 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 such Investorthe Pharma Holder’s rights under Subsection 5.2Section 2.2.

Violation of Co-Sale Right. If any Key Holder Stockholder purports to sell any Common Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor Participating Stockholder who desires to exercise its Right of Co-Sale under Section 4 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 Participating Stockholder the type and number of shares of Common Stock capital stock that such Investor 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 5.2Section 4. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicablethis Section 4, 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 an Investor the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2this Section 4. Such Key Holder selling Stockholder shall also reimburse each Investor 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 such Investorthe Participating Stockholder’s rights under Subsection 5.2Section 4.

Violation of Co-Sale Right. If any Key Holder purports to sell any Common 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 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Existing Investor the type and number of shares of Common 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 Subsection Section 5.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicable, 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 an the Existing Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection Section 5.2. Such 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 such the Investor’s rights under Subsection Section 5.2.

Violation of Co-Sale Right. If any Key Holder Stockholder purports to sell any Common Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”)) and the Qualifying Holder desires to exercise its Right of Co-Sale under Section 2.2, each Investor it 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 the Qualifying Holder the type and number of shares of Common Capital Stock that such Investor the Qualifying Holder would have been entitled to sell to the Prospective Transferee under Section 2.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 5.2Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicable, terms 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 an the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2Section 2.2. Such Key Holder selling Stockholder shall also reimburse each Investor the Qualifying 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 such the Investor’s rights under Subsection 5.2Section 2.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Common Transfer Stock 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 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 the type and number of shares of Common Capital Stock 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 Subsection 5.2Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(iiSection 2.2(d)(i), 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 an the Participating Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2Section 2.2. Such 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 such the Participating Investor’s rights under Subsection 5.2Section 2.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Common 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 Subsection 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Major Investor the type and number of shares of 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 Subsection 5.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii5.2(f), 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 an the Major Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2. Such 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 such the Major Investor’s rights under Subsection 5.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Common Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor the Investor, if it 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 the Investor the type and number of shares of Common 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 Subsection 5.22.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicable, 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 an the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.22.2. Such 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 such the Investor’s rights under Subsection 5.22.2.

Violation of Co-Sale Right. If any Key Holder purports to sell any Common Stock Transfer 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 6.5 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 the type and number of shares of Common 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 Subsection 5.2Section 6.5. The sale will be made on the same terms, including, without limitation, including as provided in Subsection 5.2(d)(iSection 6.5(d)(i) and the first sentence of Subsection 5.2(d)(iiSection 6.5(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, including the delivery of the purchase price) must be made within ninety (90) 90 days after an the Participating Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 5.2Section 6.5. Such 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 such the Participating Investor’s 's rights under Subsection 5.2Section 6.5.

Violation of Co-Sale Right. If any Key Holder Prospective Transferor purports to sell any Common Stock Transfer 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 5.2 hereof may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder Prospective Transferor to purchase from such Investor the type and number of shares of Common 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 Subsection 5.2Section 5.2 hereof. The sale will be made on the same terms, including, without limitation, as provided in Subsection 5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicable, terms and subject to the same conditions as would have applied had the Key Holder 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 an the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed provided for in Subsection 5.2Section 5.2 hereof. Such Key Holder 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 such the Investor’s rights under Subsection 5.2Section 5.2 hereof.