Examples of Co-Sale Rights in a sentence
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”).
The Company and certain stockholders of the Company shall have entered into the Right of First Refusal and Co-Sale Rights Agreement.
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.
Notwithstanding the foregoing, if a Permitted Transfer is approved pursuant to a Transfer Approval and the Shares of the transferring party are subject to co-sale rights pursuant to a Stockholder Agreement (the “ Co-Sale Rights”), the persons and/or entities entitled to the Co-Sale Rights shall be permitted to exercise their respective Co-Sale Rights in conjunction with that specific Permitted Transfer without any additional approval of the Committee or the Board.
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.
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.
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.
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.
If UFRF provides notice indicating that it wishes exercise its Co-Sale Rights, the UFRF shall be obligated to sell such number of UFRF shares specified in its written notice upon the same terms and conditions as the Investor Selling Stockholders are selling.