Common use of Co-Sale Pro Rata Portion Clause in Contracts

Co-Sale Pro Rata Portion. Each Preferred Holder which has not exercised its right of first refusal with respect to the Offered Shares may sell all or any part of that number of Ordinary Shares held by it that is equal to the product obtained by multiplying (x) the aggregate number of the remaining Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) owned by such Preferred Holder at the time of the sale or transfer and the denominator of which is the total combined number of Ordinary Shares (on an as-converted basis) at the time owned by all Preferred Holders which has not exercised their right of first refusal with respect to the Offered Shares and the Selling Shareholder (“Co-Sale Pro Rata Portion”). To the extent that any Preferred Holder does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the Selling Shareholder and the participating Preferred Holders shall, within five (5) days after the end of such Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each participating Preferred Holder so that any remaining Co-Sale Shares may be allocated to other participating Preferred Holders on a pro rata basis.

Appears in 3 contracts

Samples: Shareholders Agreement (111, Inc.), Shareholders Agreement (111, Inc.), Shareholders Agreement (111, Inc.)

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Co-Sale Pro Rata Portion. Each Preferred Holder which has not exercised its right of first refusal with respect to the Offered Shares Co-Sale Participant may sell all or any part of that number of Ordinary Shares (on an as-converted basis) held by it that is equal to the product obtained by multiplying (x) the aggregate number of the remaining Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) owned by such Preferred Holder the Co-Sale Participant at the time of the sale or transfer Transfer and the denominator of which is the total combined number of Ordinary Shares (on an as-converted basis) at the time owned by all Preferred Holders which has not exercised their right of first refusal with respect to the Offered Shares Co-Sale Participants and the Selling Shareholder (“Co-Sale Pro Rata Portion”). To the extent that any Preferred Holder Co-Sale Participant does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the Selling Shareholder and the participating Preferred Holders Co-Sale Participant shall, within five ten (510) days after the end of such Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each participating Preferred Holder Co-Sale Participant so that any remaining Co-Sale Offered Shares may be allocated to other participating Preferred Holders Co-Sale Participant on a pro rata basis.

Appears in 1 contract

Samples: Shareholders Agreement (YX Asset Recovery LTD)

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Co-Sale Pro Rata Portion. Each Preferred Series B Holder which has not exercised its right of first refusal with respect to the Offered Shares may sell all or any part of that number of Ordinary Shares held by it that is equal to the product obtained by multiplying (x) the aggregate number of the remaining Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) owned by such Preferred the Series B Holder at the time of the sale or transfer and the denominator of which is the total combined number of Ordinary Shares (on an as-converted basis) at the time owned by all Preferred Series B Holders which has not exercised their right and fifty percent (50%) of first refusal with respect to the Offered Ordinary Shares and (on an as-converted basis) convertible from the Selling Shareholder Series A Shares held by the Founders (“Co"CO-Sale Pro Rata Portion”SALE PRO RATA PORTION"). To the extent that any Preferred Series B Holder does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the Selling Shareholder and the participating Preferred Series B Holders shall, within five ten (510) days after the end of such Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each participating Preferred Series B Holder so that any remaining Co-Sale Offered Shares may be allocated to other participating Preferred Series B Holders on a pro rata basis.

Appears in 1 contract

Samples: Shareholders Agreement (Kongzhong Corp)

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