Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.4.
Co-Sale Closing. Within 10 days after the end of the Co-Sale Election Period, the Company shall promptly notify each participating Restricted Party in writing of the number of Shares held by such Restricted Party that will be included in the Co-Sale Transaction and the date on which the Co-Sale Transaction will be consummated, which shall be no later than the later of (i) 45 days after the end of the Co-Sale Election Period and (ii) 10 days after the satisfaction of all stockholder approval and governmental and regulatory approval and filing requirements relating to the Co-Sale Transaction, if any. Each participating Restricted Party may effect its participation in any Transaction Offer hereunder by delivery to the Company for delivery to the purchaser(s) of Shares in the Co-Sale Transaction, of one or more instruments or certificates, properly endorsed for transfer, representing the Applicable Shares such Restricted Party elects to sell pursuant thereto. The Company shall provide in the definitive documentation relating to the Co-Sale Transaction that at the time of consummation of the Co-Sale Transaction, the purchaser(s) in the Co-Sale Transaction shall remit directly to each participating Restricted Party that portion of the sale proceeds to which the participating Restricted Party is entitled by reason of its participation with respect thereto.
Co-Sale Closing. Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor shall promptly notify each Participating Stockholder of the number of Shares held by such Participating Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) sixty (60) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements, if any. Each Participating Stockholder may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Investor for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Investor and the Participating Stockholders shall cause the Buyer to remit directly to each Participating Stockholder that portion of the sale proceeds to which the Participating Stockholder is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Investor unless the Buyer simultaneously purchases from the Participating Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.5.
Co-Sale Closing. The Company Executive shall promptly notify each participating SE Investor of the number of shares of Common Stock held by such SE Investor that will be included in the sale and the date on which the CEO Sale will be consummated. Each participating SE Investor may effect its participation in any CEO Sale hereunder by delivery to the Company, or to the Company Executive for delivery to the purchaser, of one or more instruments or certificates, properly endorsed for transfer, representing the shares of Common Stock it elects to sell pursuant thereto. At the time of consummation of the CEO Sale, the Company shall remit directly to each participating SE Investor that portion of the sale proceeds to which the participating SE Investor is entitled by reason of its participation with respect thereto. No shares of Common Stock may be purchased by the purchaser from the Company Executive unless the purchaser simultaneously purchases from the participating SE Investors all of the shares of Common Stock that they have elected to sell pursuant to this Section 8.
Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Founder shall promptly notify each participating Preferred Holder of the number of Holder Shares held by such Preferred Holder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Preferred Holder may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Founder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Holder Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Preferred Holder that portion of the sale proceeds to which the participating Preferred Holder is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Founder unless the Buyer simultaneously purchases from the participating Preferred Holders all of the Holder Shares that they have elected to sell pursuant to this Section 3.3.
Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Member shall promptly notify each participating Member of the number of Units of each class held by such Member that will be included in the sale and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of
Co-Sale Closing. Within five (5) calendar days after the end of the Co-Sale Election Period, Xxxxxxxx shall promptly notify each participating Investor of the number of shares of Technest Common Stock held by such Investor that will be included in the sale and the proposed date on which the Proposed Transaction will be consummated. No shares of Technest Common Stock may be sold in the Proposed Transaction by Xxxxxxxx unless the purchasers simultaneously purchase from the participating Investors all of the shares of Technest Common Stock that they have elected to sell pursuant to this Section 7.2.
Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Member shall promptly notify each participating Non-Purchasing Member of the number of Units held by such Non-Purchasing Member that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) five (5) days following the date on which all governmental approval or filing requirements relating to the sale of any of the Units are satisfied. Each participating Non-Purchasing Member may consummate the sale of Units in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Member for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Units it elects to sell pursuant thereto or by delivery to the Company of instruments in writing instructing the Company to transfer such Units to the Buyer in the book and records of the Company, including by updating Exhibit A hereto. Subject to Section 7.4(d)(ii), the terms of any such sale to such Non-Purchasing Members shall be the same as the terms agreed to by the Transferring Member, and the Non-Purchasing Members participating in such sale shall execute and deliver such documents as are to be delivered by the Transferring Member, and such other documents as may be reasonably necessary to complete such sale. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Non-Purchasing Member that portion of the sale proceeds to which the participating Non-Purchasing Member is entitled by reason of its participation in the Transaction Offer. No Units may be purchased by the Buyer from the Transferring Member unless the Buyer simultaneously purchases from the participating Non-Purchasing Members all of the Units that they have elected to sell pursuant to this Section 7.4(d).
Co-Sale Closing. Within five calendar days after the end of the Management Stockholder Co-Sale Election Period, the Transferring Major Investor shall promptly notify each Participating Management Stockholder of the number of Shares held by such Participating Management Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) 15 calendar days after the end of the Management Stockholder Co-Sale Election Period and (ii) five calendar days following the date of the satisfaction of any governmental approval or filing requirements relating to such sale. Each Participating Management Stockholder may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to any Transferring Major Investor for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Major Investors shall cause the Buyer to remit directly to each Participating Management Stockholder that portion of the sale proceeds to which the Participating Management Stockholder is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Major Investors unless the Buyer simultaneously purchases from the Participating Management Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.5.
Co-Sale Closing. Within 10 calendar days after the end of the Co-Sale Election Period, the Transferring Member shall promptly notify the Non-Transferring Member of the date on which the transaction will be consummated, which shall be no later than the later of (i) 30 calendar days after the end of the Co-Sale Election Period and (ii) 5 days following the date on which all Governmental Approvals relating to the sale of any of the Ownership Interests are satisfied. The Non-Transferring Member may consummate the sale of is Ownership Interest by delivering to the Buyer, or to the Transferring Member for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing its Ownership Interest. At the time of consummation of the transaction offer, the Buyer shall remit directly to the Non-Transferring Member that portion of the sale proceeds to which the Non-Transferring Member is entitled by reason of its participation in the transaction offer. The Ownership Interest of the Transferring Member may not be purchased by the Buyer unless the Buyer simultaneously purchases the Ownership Interest of the Non-Transferring Member.
