Co-Sale Rights definition

Co-Sale Rights means the rights of each of the parties to the Co-Sale Agreement, as set forth in such Agreement.
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Co-Sale Rights means the rights set out in article 20 of the Articles (as may be varied, supplemented, amended or replaced by similar compulsory transfer provisions from time to time);
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Co-Sale Rights means the rights of the Trust pursuant to Section 3.4 of the Members Agreement.
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Examples of Co-Sale Rights in a sentence

  • To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares from a Co-Sale Participant exercising its Co-Sale Rights hereunder, such Participant shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, such Participant shall purchase such Shares from such Co-Sale Participant on the same terms and conditions specified in the Notice.

  • The Company and certain stockholders of the Company shall have entered into the Right of First Refusal and Co-Sale Rights Agreement.

  • Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “Transaction Documents”).

  • Except as set forth in Schedule 2.3A or as provided in the Second Restated Stockholders Agreement dated September 30, 1996 between the Company and certain of its shareholders and the Right of First Refusal and Co-Sale Rights Agreement or as imposed by applicable securities laws, there are no restrictions on the transfer or voting of any shares of the Company’s capital stock.

  • If a Stockholder exercises its respective Co-Sale Rights, then the Transferor shall assign to such Stockholder as much of its interest in the agreement of sale with the Transferee as such Stockholder shall be entitled to, and such Stockholder shall be obligated to provide the representations, warranties and covenants to the Transferee reasonably equivalent to those provided by the Transferor under such agreement of sale.

  • The restrictions, including but not limited to the Rights of First Refusal, Co-Sale Rights, Drag-Along Rights and all other transfer, repurchase and/or other restrictions contained in the Stockholders Agreement and the Repurchase Right described in this Section 10 shall apply to any shares held by a transferee or transferees (collectively, the “Transferee”), which shares were issued to the Participant pursuant to the Plan and subsequently transferred to the Transferee.

  • If any Holder does not choose to fully exercise its Co-Sale Rights, then the Selling Shareholder shall offer the remaining Co-Sale Participants the right to sell such additional number of Ordinary Shares then held or Ordinary Shares into which the Exchangeable Notes then held are exchangeable equal to such Co-Sale Participants’ Participating Holder Pro Rata Share multiplied by the number of Ordinary Shares the Co-Sale Right in respect of which has not been taken up.

  • To the extent one or more of the Investors exercise their Co-Sale Rights, the number of Ordinary Shares that the Founder Selling Shareholder may sell in the transaction shall be correspondingly reduced such that the aggregate number of Shares Transferred shall not exceed the total number of Co-Sale Shares.

  • As a condition to the grant of Option and the issuance and delivery of Shares subject to the Option, or the grant of any benefit pursuant to the terms of the Plan, the Participant expressly acknowledges and agrees to be bound by the Rights of First Refusal, Co-Sale Rights, Drag-Along Rights and all other transfer, repurchase, voting and/or other restrictions contained in the Stockholders Agreement.

  • The term “Qualified Buyer” shall mean a purchaser of the Shares or Series B Conversion Shares from an Investor in compliance with this Agreement and the Right of First Refusal and Co-Sale Rights Agreement.


More Definitions of Co-Sale Rights

Co-Sale Rights means the rights of the Seller set forth in Section 3.2 of the Stockholders' Agreement.
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Co-Sale Rights means those certain co-sale rights pursuant to Section 2.4 of the ROFR Agreement.
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Co-Sale Rights means the right of an Owner to participate in any proposed sale of Shares to third parties.
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Co-Sale Rights means the rights of Primary Investor, as set forth in that certain co-sale agreement, dated as of May 25, 2012, among Primary Investor, Pegasus and certain of their Affiliates.
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Co-Sale Rights means the rights of Riverwood, as set forth in the Co-Sale Agreement.
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Related to Co-Sale Rights

  • 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 G attached to this Agreement.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Call Rights As defined in Section 9.01(f).

  • Preemptive Rights is defined in Section 4.8(b).

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

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • 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.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Preemptive Right has the meaning set forth in Section 9.6(a).

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Right of First Offer has the meaning set forth in Section 8.7.

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Tag-Along Rights has the meaning set forth in Section 5.2.

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

  • Exchange Rights shall have the meaning set forth in Paragraph 2 hereof.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Call Right The right of the holder thereof (or any successor), as named in the applicable Supplement, to purchase Certificates from the Holders thereof or to purchase Underlying Securities from the Trust.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Sponsor Shares shall have the meaning given in the Recitals hereto.