CO-SALE PROVISIONS. 4.1 Subject to Section 4.4 hereof, in the event that any Offering Stockholder after the application of Section 3 hereof continues to propose to sell or otherwise transfer any Equity Securities then owned by such Offering Stockholder to any Person (individually a "Third Party" and collectively, "Third Parties") in any one transaction or any series of transactions, directly or indirectly, such sale or other disposition shall not be permitted unless such Offering Stockholder shall offer (or cause the Third Party to offer) the Investor and each Non-Offering Stockholder the right to elect to include, at its sole option, in the sale or other disposition to the Third Party such number of shares of Equity Securities owned by the Investor and each Non-Offering Stockholder as shall be determined in accordance with subsection (a) of this Section 4.1 (the "Tag-Along Shares"). At any time within 30 days after the ----------------- giving of the Reoffer Notice described in Section 3.1 hereof, the Investor and each Non-Offering Stockholder may make an election to include the Tag-Along Shares in such a sale or other disposition (the "Inclusion Election") by giving ------------------ written notice of its Inclusion Election to such Offering Stockholder and delivering to the Company a stock certificate or certificates representing the Tag-Along Shares, together with a limited power-of-attorney authorizing such Offering Stockholder to sell or otherwise dispose of such Tag-Along Shares pursuant to the terms of such Third Party's offer.
CO-SALE PROVISIONS. (a) If at any time or from time to time a Shareholder or Shareholders (for purposes of this Section 5, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders shall by notice in writing to the other Shareholders designate a representative (the "Representative") for purposes of this Section 5, and the Representative shall give notice of such proposal (the "Notice of Sale") to each of the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Co-Sale Acceptance") of its intention to sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed to be sold by the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selli...
CO-SALE PROVISIONS. 3.1 THIRD-PARTY OFFER AND NOTICE. Any sale of the Common Shares by any Principal Shareholder will be subject to a participation right of co-sale by Pioneer Ventures or its limited partners, in the event of a distribution to such limited partners, on a PRO RATA fully diluted basis. If any one or more of the Principal Shareholders obtains from a third party ("THIRD PARTY PURCHASER") an offer to purchase any amount of his or her Shares, such Principal Shareholders shall submit a written notice (the "CO-SALE NOTICE") to Pioneer Ventures disclosing the number of Common Shares proposed to be sold, the offered purchase price, the proposed closing date, and the total number of Common Shares owned by the Principal Shareholders.
CO-SALE PROVISIONS. (a) Any Transfer for value by EES or Xxxxxx (or an Affiliate of EES or Xxxxxx to whom Common Stock or Common Stock Equivalents are Transferred pursuant to clause (i) below) of Common Stock or Common Stock Equivalents (the "Transferred Securities") shall be subject to this Section 3.5 other than (i) a Transfer to an Affiliate of EES or Xxxxxx if, but only if, at least eighty percent (80%) of the economic and voting interest represented by such Transferred Securities continues to be held after such Transfer, directly or indirectly, by EES or Enron, (ii) any Transfer of shares of Common Stock or Common Stock Equivalents that does not in the aggregate, when added to all other Transfers exempted from this Section 3.5 pursuant to this clause (ii) in the aggregate, since the date of this Agreement, represent more than 5,000 shares of Common Stock (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock) or Common Stock Equivalents representing more than 25,800 shares of Fully-Diluted Common Stock (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock) less any shares of Common Stock Transferred pursuant to this (ii), (iii) any Transfer in connection with which the Transferring Party and its Affiliates retain substantially all of the economic risks and benefits of ownership and, other than with respect to the Special Warrants, voting rights of such Transferred Securities, or (iv) any Transfer governed by the provisions of Section 3.6.
CO-SALE PROVISIONS. (a) Subject to Section 2.6, any Transfer for value by SCF of Common Stock (the “Co-Sale Shares”) shall be subject to this Section 2.4 other than (i) any Transfer of shares of Common Stock that does not in the aggregate, when added to all other Transfers by SCF exempted from this Section 2.4 pursuant to this clause (i) in the aggregate, since the date of this Agreement, represent more than 2% of the Fully-Diluted Common Stock as of the date hereof (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock), (ii) any Transfer pursuant to clause (d) of Section 2.2, (iii) any Transfer governed by the provisions of Section 2.5 or (iv) any Transfer in an Initial Public Offering.
CO-SALE PROVISIONS. (a) Any of the following transfers for value (for purposes of this Section 7.3 referred to as a “sale”) of shares of Common Stock or Preferred Stock shall be subject to this Section 7.3: (i) a sale by each of the Stockholders together in one transaction or a series of related transactions; (ii) a sale by any Stockholder (other than Xxx Xxxxxxxxxx) of any of the shares of Common Stock held by such Stockholder that are subject to the lock-up agreements referred in Section 2.34 and Section 4.8 hereof; provided, however, that the Purchasers shall not have any rights pursuant to this Section 7.3(a)(ii) with respect to any such shares of Common Stock until such Stockholder (or any permitted transferee under clauses (A), (B), (C) or (D) below) sells in one or more transactions (whether or not related) more than 25% of such shares of Common Stock held by such Stockholder as of the date hereof; (iii) a sale by any Stockholder (other than Xxx Xxxxxxxxxx) of shares of Common Stock held by such Stockholder to Argyle Joint Venture; (iv) a sale of Contributed Shares by Argyle Joint Venture as a result of the application of clause (C) below; or (v) in connection with a Co-Sale Control Event. Notwithstanding anything to the contrary, the restrictions on transfer contained in this Section 7.3 shall not apply to (A) any sales of shares of Common Stock by the Stockholders pursuant to Rule 144 under the Securities Act; provided, however, that this in no way limits the registration rights of the Purchasers pursuant to Article VI, including, but not limited to, the piggy-back rights described in Section 6.2; (B) the transfer of any or all of the shares of Common Stock owned by a Stockholder, either during their lifetime or on death, by gift, will or intestate succession, to the immediate family of such Stockholder or to a trust the beneficiaries of which are exclusively such Stockholder and/or a member or members of such Stockholder’s immediate family; (C) the transfer of shares of Common Stock by any Stockholder (other than Xxx Xxxxxxxxxx) by capital contribution to Argyle Joint Venture (the “Contributed Shares”); or (D) the transfer by a Stockholder to an Affiliate; provided, however, that in the case of clauses (B), (C) and (D) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchasers an agreement stating that the transferee is receiving and holding the shares of Common Stock subject to the provisions of this Section 7.3, and...
CO-SALE PROVISIONS. (a) If any Group A Holder proposes to Transfer Common Stock or Preferred Stock for value (such Person being referred to herein as a "Transferor") other than (i) a Transfer in a Qualified Public Offering, (ii) Transfers permitted in Sections 3.2(b) of this Agreement, or (iii) any Transfer governed by the provisions of Section 3.5, then such Transferor shall offer (the "Participation Offer") to include in the proposed Transfer a number of Common Stock or Preferred Stock, as the case may be, designated by any Party but excluding the Transferor (each, a "Potential Co-Sale Person"), not to exceed, in respect of any such Potential Co-Sale Person, the product (rounded to the nearest whole Share) of (A) the aggregate number of Common Stock or Preferred Stock, as the case may be, to be sold by the Transferor to the proposed transferee (the "Proposed Transferee") and (B) a fraction with a numerator equal to the number of Fully-Diluted Common Stock owned by such Potential Co-Sale Person and a denominator equal to the number of Fully-Diluted Common Stock owned by the Transferor and all Potential Co-Sale Persons.
CO-SALE PROVISIONS. EES agrees that until an Initial Public Offering, AOL will be entitled to such rights as may be afforded by EES or an Affiliate of EES to the Investors, to include any Subscribed Shares issued hereunder in any sales of Common Stock by EES or its Affiliates to other parties. If the Investors are permitted to include shares of Common Stock in connection with such a sale, then AOL shall be entitled to include up to that number of shares of Common Stock equal to (i) the then-issued Subscribed Shares held by AOL multiplied by (ii) a fraction the numerator of which is the number of shares of Common Stock the Investors are entitled to sell in connection with such sale and the denominator of which is the number of Fully Diluted Shares then held by the Investors. The terms of such sale shall be no less favorable than the terms of the sale of stock by EES, any Affiliate of EES or the Investors. AOL shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (i) AOL's ownership of the Subscribed Shares to be Transferred free and clear of all liens, claims and encumbrances, (ii) AOL's power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. The closing of such purchase by the transferee shall be on the same date that the transferee acquires shares from EES, or its Affiliate, or the Investors that are selling; PROVIDED that AOL is given 10 days advance notice of such closing.
CO-SALE PROVISIONS. EES agrees that until an Initial Public Offering, IBM will be entitled to such rights as are afforded by EES or an Affiliate of EES to the third party investors who invested cash in the Company pursuant to the Contribution Agreement (the "Investors") under the Stockholders Agreement to include any Securities issued hereunder in any Transfer of Common Stock or Common Stock Equivalents by EES or its Affiliates to other parties. If the Investors are permitted to include shares of Common Stock and Common Stock Equivalents in connection with such a Transfer, then IBM shall be entitled to include up to that number of Securities equal to (i) the number of Securities held by IBM multiplied by (ii) a fraction the numerator of which is the number of shares of Common Stock and Common Stock Equivalents the Investors are entitled to sell in connection with such sale and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents calculated on a fully-diluted basis then held by the Investors. The terms of such Transfer shall be no less favorable than the terms of the Transfer by EES, any Affiliate of EES or the Investors. IBM shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (i) IBM's ownership of the Securities to be Transferred free and clear of all liens, claims and encumbrances, (ii) IBM's power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. The closing of such purchase by the transferee shall be on the same date that the transferee acquires shares from EES, or its Affiliate, or the Investors that are selling; PROVIDED that IBM is given 10 days advance notice of such closing.
CO-SALE PROVISIONS. EES agrees that until an Initial Public Offering, CES will be entitled to such rights as are afforded by EES or an Affiliate of EES (including, for purposes of this Section only, Xxxxxx Energy Services, LLC) to the third party investors who invested cash in the Company pursuant to the Contribution Agreement (the "Investors") under the Stockholders Agreement dated as of January 6, 2000, among the Company and certain other parties, as such agreement is amended from time to time, to include any Securities issued hereunder in any Transfer of Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") by EES or its Affiliates (including, for purposes of this Section only, Xxxxxx Energy Services, LLC) to other parties. If the Investors are permitted to include shares of Common Stock and Common Stock Equivalents in connection with such a Transfer, then CES shall be entitled to include up to that number of Securities equal to (i) the number of Securities held by CES multiplied by (ii) a fraction the numerator of which is the number of shares of Common Stock and Common Stock Equivalents the Investors are entitled to sell in connection with such sale and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents calculated on a fully-diluted basis then held by the Investors. The terms of such Transfer shall be no less favorable than the terms of the Transfer by EES, any Affiliate of EES or the Investors. CES shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (i) CES's ownership of the Securities to be Transferred free and clear of all liens, claims and encumbrances, (ii) CES's power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. The closing of such purchase by the transferee shall be on the same date that the transferee acquires shares from EES, or its Affiliate, or the Investors that are selling; PROVIDED that CES is given 20 days advance notice of such closing.
