The Right. If at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be the number of shares of Stock owned by such Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock ...
The Right. If ADNM, or any direct or indirect successor, assignee or transferee of ADNM (each a "Transferor"), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (each, a "Subject Interest") that represent a fully-diluted Percentage of twenty percent (20%) or more, in a single transaction or series of transactions, and the Common Units (or substitute Equity Securities) issued to Merchandiser) pursuant to this (or any successor) Warrant (the "Securities") include (at such time or upon exercise, conversion or exchange) any Equity Securities of the same class as the Subject Interest (the "Subject Interest Class"), the would-be Transferor shall provide Merchandiser with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of the material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser shall have the option, exercisable by written notice to the Transferor within twenty (20) days after the receipt of the Sale Notice, to participate in such transaction pro rata with the Transferor at the same time as, and upon the same terms and conditions as (including all direct or indirect consideration) the Transferor Transfers his Equity Securities in the Company. Merchandiser may sell all or any portion of the Securities held by Merchandiser (or issuable to Merchandiser upon exercise, conversion or exchange of any of the Securities) that are of the class of Equity Securities that includes the Subject Interest Class (the "Merchandiser's Securities") equal to the product obtained by multiplying (i) the Subject Interest by (ii) a fraction, the numerator of which is Merchandiser's Securities and the denominator of which is the total number of Equity Securities of the Subject Interest Class then owned by the Transferor, Merchandiser, and any other Person that has tag-along rights with respect to the proposed Transfer by Transferor. To the extent that Merchandiser, or any other Person that has tag-along rights with respect to the proposed Transfer by Transferor, shall exercise its tag-along right, the number of Equity Securities that the Transferor may Transfer in the transaction shall be correspondingly reduced.
The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to...
The Right. If JFLEI and/or any of its Affiliates (collectively,the "JFLEI Group") proposes to transfer any shares of Common Stock owned by it on the date hereof to a Prospective Purchaser other than in a Permitted Transfer (a "Tag-Along Sale"), then each of the remaining Shareholders shall have the right to participate in any such sale of Common Stock by the JFLEI Group in accordance with the procedures set forth below; PROVIDED that such right may not be exercised with respect to any shares acquired by any such remaining Shareholder pursuant to the exercise of a Right of First Offer within One Hundred Eighty (180) days prior to the proposed date of consummation of the Tag-Along Sale; PROVIDED FURTHER, HOWEVER, that such participation shall be on the same terms and subject to the same conditions as those on which JFLEI proposes to transfer its shares; and PROVIDED STILL FURTHER, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration to be paid other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the JFLEI Group in exchange for such consideration or (ii) an amount that is customary and reasonable for any intangible property rights or transferred or granted in exchange for such consideration.
The Right. If the Class D Shareholders propose to sell 80% of the issued and outstanding shares of Class D common stock to a Prospective Purchaser (a "Class D Drag-Along Sale") then the Class D Shareholders shall have the right (the "Drag-Along Right") to compel the GEI Investors and any Permitted Transferees of the GEI Investors (the "Drag-Along Shareholders") to sell (1) the number of Common Shares owned by such Drag-Along Shareholder multiplied by a fraction, the numerator of which is the total number of Common Shares proposed to be sold by the Class D Shareholders and the denominator of which is the total number of Common Shares then owned by such Class D Shareholders to the Prospective Purchaser for such consideration per share and on the same terms and subject to the same conditions as the Class D Shareholders are able to obtain and (2) all of the Preferred Shares owned by such Drag-Along Shareholder to the Prospective Purchaser for cash consideration per Preferred Share equal to the greater of only (A) the Offer Price (as defined in the Preferred Statement) that would be required to be paid to the holders of Preferred Shares on such date pursuant to a Put Offer (as defined in the Preferred Statement) conducted on the date of the sale to the Prospective Purchaser, as if such sale constituted a Change of Control (as defined in the Preferred Statement), together with accrued but unpaid dividends, if any, including any Participating Dividends (as defined in the Preferred Statement), or (B) the aggregate amount per Preferred Share which such holder would have been paid if such holder had held the maximum number of Conversion Shares (as defined in the Preferred Statement) acquirable upon the complete conversion of such holder's Preferred Shares pursuant to Section 6.1 of the Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall provide the Drag-Along Shareholders the right to convert their Preferred Shares prior to such sale to a Prospective Purchaser, in which case the sale will be subject to the provisions of clause (1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the propo...
The Right. If Marc Xxxxxx, Xxnaxx Xxxxxx, xx any direct or indirect successor, assignee, heir, devisee, donee, legatee or transferee of either of them (each a "Transferor'), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (each, a "Subject Interest') that represent a fully-diluted Percentage of thirty percent (30%) or more, in a single transaction or series of transactions, and the Common Units (or substitute Equity Securities) issued to Merchandiser pursuant to this (or any successor) Warrant (the "Securities") include (at such time or upon exercise, conversion or exchange) any Equity Securities of the same class as the Subject Interest (the "Subject Interest Class"), the would-be Transferor shall provide Merchandiser with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of the material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser shall have the option, exercisable by written notice to the Transferor within twenty (20) days after the receipt of the Sale Notice, to participate in such transaction pro rata with the Transferor at the same time as, and upon the same terms and conditions as (including all direct or indirect consideration) the Transferor Transfers his Equity Securities in the Company. Merchandiser may sell all or any portion of the Securities held by Merchandiser (or issuable to Merchandiser upon exercise, conversion or exchange of any of the Securities) that are of the class of Equity Securities that includes the Subject
The Right. If the Company shall propose to issue any New Securities, it shall first offer to sell to each Purchaser Holder a Ratable Portion of such New Securities on the same terms and conditions and at the lowest price as such New Securities are offered to any person. "Ratable Portion" shall mean that portion of such New Securities equal to the fraction determined by dividing the number of shares of Common Stock held by the Purchaser Holder (assuming full conversion and exercise of all convertible or exercisable securities) by the number of Common Shares then outstanding (assuming full conversion and exercise of all convertible or exercisable securities but excluding the New Securities so issued).
The Right. Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.
The Right of First Refusal herein granted to Tenant is not assignable separate and apart from this Lease.
The Right. Subject to Section 6.1 hereof, during the period commencing on the date hereof and ending on the date that is one year from the date hereof (the “Expiration Date”), Purchaser shall have the right to purchase from Holder, and Holder shall be obligated to sell to Purchaser, the Subject Shares in exchange for the Option Consideration (the “Right”); provided, however, if the Initial Closing (as defined in the Purchase Agreement) has occurred, then Purchaser may not exercise the Right unless and until any of the conditions to a Subsequent Closing (as defined in the Purchase Agreement) are not satisfied (whether or not the date of determination is a Subsequent Closing Date). In consideration of the granting of the Right, on the date hereof, Purchaser shall pay to Holder $1.00. 2
