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Co-Sale definition

Co-Sale has that meaning set forth in Section 4.1 of this Agreement.
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Co-Sale has the meaning given to such term in Section 3.7(a) hereof."
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Co-Sale shall have the meaning assigned to such term in the Purchase Agreement.
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Examples of Co-Sale in a sentence

  • Each Investor who desires to exercise its Right of Co-Sale (each, a “Participating Investor”) must give the selling Key Holder written notice to that effect within fifteen (15) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Participating Investor shall be deemed to have effectively exercised the Right of Co-Sale.

  • If any Transfer Stock subject to a Proposed Key Holder Transfer is not purchased pursuant to Subsection 2.1 above and thereafter is to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the Proposed Key Holder Transfer as set forth in Subsection 2.2(b) below and, subject to Subsection 2.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice.

  • Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • The Company, each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • If any Transfer Stock subject to a Proposed Key Holder Transfer is not purchased pursuant to Section 2.1 above and thereafter is to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the Proposed Key Holder Transfer as set forth in Section 2.2(b) below and, subject to Section 2.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice.

  • The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Co-Sale Stock to be transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.

  • To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares or other securities from the Co-Sale Holders exercising the co-sale right hereunder, the Selling Shareholder shall not Transfer to such prospective purchaser or purchasers any Offered Shares unless and until, simultaneously with such Transfer, the Selling Shareholder shall purchase such Shares or other securities from the Co-Sale Holders exercising the co-sale right.

  • This Warrant and the forms attached hereto, the Transfer Restrictions Agreement, the Investor Rights Agreement, the ROFR and Co-Sale Agreement and the Letter Agreement, together with the schedules, exhibits, annexes, certificates and other documents referenced in each of the foregoing, contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto.

  • To the extent any Co-Sale Holder exercises such right of co-sale in accordance with the terms and conditions set forth below, the number of the Offered Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced.


More Definitions of Co-Sale

Co-Sale. Offeree" shall have the meaning ascribed to such term in Section 6(a).
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Co-Sale. Rights of the Holders of Preferred Stock. (a) The provisions of this Section 3 will not apply to a sale of shares to a Permitted Transferee or pursuant to a Public Offering (as defined hereafter). (b) If at any time Xxxxxxx X. Xxxxxx or Xxxxxxxxx Xxxxxxxx Jr. (each, a "Founder" and, collectively, the "Founders" and for the purposes of this Section 3, the "Selling Founder(s)") propose, to sell a number of shares of Common Stock, representing 5% or more of the issued and outstanding shares of Common Stock of the Company (on a fully-diluted, as converted basis) (a "Transaction"), then the Selling Founder(s) shall, prior to the consummation thereof, offer each of the Stockholders holding Series A Preferred Stock (the "Series A Holders") the opportunity to join in such transfer on a pro rata basis, as hereinafter provided. With respect to Xxxxxxx X. Xxxxxx, the transfer of the Call Shares shall not be subject to the provisions of this Section 3, and shall not be counted as part of the 5% stated above. (c) If the Selling Founder(s) receive from or otherwise negotiate(s) with a third party an offer to purchase shares (the "Tag-Along Offered Shares") held by such Selling Founder(s) (a "Tag-Along Offer"), and such Selling Founder(s) intend(s) to sell such Tag-Along Offered Shares to such third party, such Selling Founders shall provide written notice (the "Tag-Along Notice") of such Tag-Along Offer to each of the Series A Holders not less than 20 days prior to the consummation of the sale contemplated by the Tag-Along Offer. The Tag-Along Notice shall identify (i) the number of Tag-Along Offered Shares; (ii) the consideration offered per share; and (iii) all other material terms and conditions of the Tag-Along Offer. Each of the Series A Holders shall have the right and option, for a period of 15 days after the date the Tag-Along Notice is given to such Series A Holder (the "Tag-Along Notice Period") to notify the Selling Founder of such Series A Holder's interest in selling up to the pro rata portion
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Related to Co-Sale

  • Right of Co-Sale means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

  • Company Sale means any merger, consolidation, business combination, reorganization or recapitalization of the Corporation that results in the transfer of 50% or more of the outstanding voting power of the Corporation, any sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries (on a consolidated basis), or any other form of corporate reorganization in which 50% or more of the outstanding shares of any class or series of Capital Stock of the Corporation are exchanged for or converted into cash, securities or property of another business organization.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Approved Sale has the meaning set forth in 2.1(d).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

  • Qualified Sale means a sale made by a qualified person through a charitable auction.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Share Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires any Equity Securities of the Company such that, immediately after such transaction or series of related transactions, such Person or group of related Persons holds Equity Securities of the Company representing more than fifty percent (50%) of the outstanding voting power of the Company.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Asset Sale means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Home solicitation sale means a sale of goods or services of more than $25.00 in which the seller or a person acting for the seller engages in a personal, telephonic, or written solicitation of the sale, the solicitation is received by the buyer at a residence of the buyer, and the buyer's agreement or offer to purchase is there given to the seller or a person acting for the seller. Home solicitation sale does not include any of the following:

  • Subsequent Sale means the sale of additional Securitization Property by the Seller to the Issuer after the Initial Transfer Date, subject to the satisfaction of the conditions specified in the Sale Agreement and the Indenture.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Retail installment transaction means any transaction in which a retail buyer purchases goods or services from a retail seller pursuant to a retail installment contract or a retail charge agreement that provides for a time price differential and under which the buyer agrees to pay the unpaid balance in 1 or more installments. Retail installment transaction does not include a rental-purchase agreement as defined in section 2 of the rental-purchase agreement act, 1984 PA 424, MCL 445.952.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Subject Transaction as defined in Section 6.8(f).

Most Referenced Clauses

Most Referenced Definitions