Co-Sale. (a) If the Corporation and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then each Investor which has, pursuant to Section 5(a), expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in the transaction (a "Participating Investor") shall be entitled to do so pursuant to this Section. The Chief Financial Officer of the Corporation shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Proposed Transferee in purchasing, in addition to the Remaining Shares not subscribed for by the Investors, the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. If the Proposed Transferee does not wish to purchase all of the Stock so made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled to sell, on the terms and conditions set forth in the Selling Founder's Notice and on the same price per share on a common equivalent basis, a portion of the Stock being sold to the Proposed Transferee, in the same proportion as such Selling Founder or Participating Investor's ownership of Stock on a common equivalent basis bears to the aggregate amount of Stock owned by the Selling Founder and the Participating Investors on a common equivalent basis. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option Period.
Co-Sale. (a) An Investor which does not exercise its pre-emptive rights above, and which notifies the Offering Party in writing on or before the date falling [*****] after the date of the Transfer Notice (“Selling Shareholder”), shall have the right to participate in the sale of the Offered Shares on the same terms and conditions as specified in the Transfer Notice.
Co-Sale. (i) No later than ten (10) days after the expiration of the time periods specified in Section 3(c), the tendering Stockholder shall notify the other Stockholders in writing whether the Corporation and the Stockholders have failed to acquire all of the tendered Shares pursuant to Sections 3(b) and (c) (the "Co-Sale Notice"). If all of the tendered Shares have not been acquired pursuant to either Section 3(b) or 3(c), then each Stockholder other than the tendering Stockholder shall have the right to participate in the tendering Stockholder's sale of Shares by selling a portion of its Shares on the terms set forth in the Notice of Offer, in an amount equal to the product obtained by multiplying (x) the aggregate number of Shares to be sold by the tendering Stockholder by (y) the Ownership Percentage (defined herein) of Shares owned by each Stockholder other than the tendering Stockholder who elects to participate in the tendering Stockholder's sale (each a "Participant," and collectively the "Participants"). The Ownership Percentage for any Participant shall be the percentage figure which expresses the ratio between (x) the number of Shares owned by such Participant and (y) the aggregate of (A) the number of Shares owned by all Participants and (B) the number of Shares owned by the tendering Stockholder (excluding any Shares acquired pursuant to Section 3(b) or 3(c)). Within five (5) days after its receipt of the Co-Sale Notice, any Stockholder electing to participate in the tendering Stockholder's Transfer shall notify the tendering Stockholder in writing of the number of Shares held by it to be included in the sale.
Co-Sale. 4. The Parties shall have a co-sale right to sell a proportionate part of its Shares to the Proposed Transferee together with such Selling Shareholder in the proposed sale or transfer on the same terms offered by such Proposed Transferee.
Co-Sale. (a) Prior to an IPO or Deemed Winding Up, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares of the Company’s capital stock then held by such Seller (the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights of first refusal set forth in Section 4 are not fully exercised, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions (including the number of Co-Sale Stock, the name of the prospective buyer(s), the intended date of the proposed Transfer, the price and form of consideration) (the “Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders shall have been given the opportunity, exercisable within fourteen (14) days from the date of receipt of the Co-Sale Notice to the Co-Sale Rights Holders, to Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Co-Sale Notice, all or any part of its Co-Sale Pro Rata Share (as defined below) of the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (14) days after receipt of the Co-Sale Notice shall be deemed to have waived their rights in full
Co-Sale. Within fifteen (15) days after delivery of the Transfer Notice, each Rightholder may elect to sell up to such person's pro rata share of the shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to the Selling Founder and tendering to the Secretary of the Company a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of such Rightholder. The Selling Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from the Rightholders to the Secretary of the Company, who shall transmit such payment to the Rightholders. For the purpose of the co-sale right set forth in this Section 7.2, the pro rata share of a Rightholder shall be determined based on the number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by each Rightholder divided by the sum of (A) the total number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by all Rightholders exercising the Co-Sale Right pursuant to this Section 7.2 plus (B) the number of shares of Common Stock held by the Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants held by such Founder). Any Rightholder who exercises any rights under this Section 7.2 with respect to a transaction shall be deemed to have declined to exercise its rights under Section 7.1 with respect to that transaction.
Co-Sale. Subject to compliance with Section 9.2:
Co-Sale. At least ten (10) days prior to a proposed Transfer (defined below) of shares of Common Stock by the Heaths such that as a result of such Transfer the Heaths will own a percentage of the then-outstanding shares of Common Stock less than (i) 26.75%, or (ii) if the percentage of Common Stock owned by Sowexx xx less than 26.75%, less than that
Co-Sale. Except as provided in Section 2.4, if, after the consummation of the transaction set forth in the First Refusal Notice, the transferee (or any "Group") in such transaction will own more than fifty percent (50%) of the outstanding voting stock of the Holding Company or more than fifty percent (50%) of the Units of WRH/QIC, PENAC shall have the right, but not the obligation, to sell its shares on the same terms and conditions as those applicable to WRH/QIC, or the member of WRH/QIC, as specified in the First Refusal Notice, including the same time of sale and the same per-share consideration. If the Transfer of Control Transaction set forth in the First Refusal Notice involves a sale of Units of WRH/QIC (rather than shares of stock of the Holding Company), and if PENAC wishes to exercise its co-sale right, then PENAC shall have the right to exchange with WRH/QIC that number of Shares for that number of Units in WRH/QIC that would allow PENAC to achieve the same economic result as described above in the context of a sale of Shares. As a condition to making such exchange, and as promptly thereafter as practicable, PENAC shall sell its Units on the same terms and conditions as applicable to the member(s) of WRH/QIC that elected to sell their Units, including the same time of sale and same per-Unit consideration, but not subject to any fees, costs, or carrying interests which the members of WRH/QIC may pay under the Operating Agreement; provided, however, that if the sale transaction is not consummated or if PENAC does not sell its Units in such sale transaction, then PENAC's exchange of Shares for Units shall be rescinded ab initio.
Co-Sale. (a) If a Proposing Transferor is permitted under this Clause 8 to sell all or any of its Shares to a third party purchaser and the provisions of Clause 8.3 have been complied with or waived by the Preferred Shareholders, each of the Preferred Shareholders will have the right to require by notice in accordance with Clause 8.5(b) the Proposing Transferor to procure that the third party acquire Shares from each of the Preferred Shareholders who delivers such a notice, the number of Shares to be calculated by multiplying the number of Transfer Shares by the Specified Proportion of that Preferred Shareholder, at the same price per Share and on the same terms and conditions as the third party purchaser is to acquire the Proposing Transferor's Shares and, if any of the other Preferred Shareholders gives notice pursuant to this Clause 8.5, the Proposing Transferor will only be permitted to sell its Shares to the third party purchaser if the third party purchaser also acquires the relevant number of the other Preferred Shareholders' Shares at the same price per Share and on the same terms and conditions.
