Co-Sale Rights Agreement Sample Contracts

CO-SALE RIGHTS AGREEMENT
Co-Sale Rights Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus • Oregon

This Co-Sale Rights Agreement (this “Agreement”) is entered into as of October 29, 2004 (the “Agreement Date”), by and among A-Fem Medical Corporation, a Nevada corporation (the “Company”), Goldman, Sachs & Co., a New York limited partnership (“Goldman”), and each of the individuals and entities listed on Schedule A (each, an “Investor”).

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CO-SALE RIGHTS AGREEMENT 1
Co-Sale Rights Agreement • November 14th, 2005 • Afem Medical Corp • Converted paper & paperboard prods (no contaners/boxes) • Oregon
CO-SALE RIGHTS AGREEMENT
Co-Sale Rights Agreement • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice • Massachusetts

This CO-SALE RIGHTS AGREEMENT (the “Agreement”), dated as of November 30, 2007, is among (a) National Investment Managers Inc., a Florida corporation (the “Company”), (b) Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside QP”), and Lehman Brothers Commercial Bank (“Lehman”), (c) Caremi Partners Ltd., Steven Ruchefsky, Uzi Zucker, Steven Ross, Arthur Emil, Jeff Cooke, Richard Berman, Michael Crow, MW Crow Family LP, DCI Master LDC, Crow 2001 Childrens Trust FBO Michelle Crow, Crow 2001 Childrens Trust FBO Spencer Crow, Crow 2001 Childrens Trust FBO Olivia Crow, Crow 2001 Childrens Trust FBO Duncan Crow (collectively, the “Other Stockholders”), and (d) each other Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form of Schedule 1 hereto.

CO-SALE RIGHTS AGREEMENT
Co-Sale Rights Agreement • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice • New York

This CO-SALE RIGHTS AGREEMENT (the “Agreement”), dated as of November 30, 2007, is among (a) National Investment Managers Inc., a Florida corporation (the “Company”), (b) Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside QP”), and Lehman Brothers Commercial Bank (“Lehman”), (c) Laurus Master Fund, Ltd., a Cayman Islands company, Erato Corp., a Delaware corporation, Valens Offshore SPV II, Corp., a Delaware corporation, Valens U.S. SPV I, LLC, a Delaware limited liability company and Valens Offshore SPV I, Ltd., a Cayman Islands company (collectively, the “Other Stockholders”), and (d) each other Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form of Schedule 1 hereto.

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