Common use of Consummation of Co-Sale Clause in Contracts

Consummation of Co-Sale. A Selling Key Shareholder may exercise the Right of Co-Sale by delivering to the Seller at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder is entitled in Section 4.1, representing such Stock to be Transferred by the Seller on behalf of the Selling Key Shareholder. If the Selling Key Shareholder does not hold a certificate in that series, class or type of stock representing the number of securities to be sold by such Selling Key Shareholder pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key Shareholder, if any, to such Selling Key Shareholder. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder is entitled by reason of each Selling Key Shareholder’s participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Shareholder may exercise the Right of Co-Sale by delivering to the Seller at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder is entitled in Section 4.1, representing such Stock to be Transferred by the Seller on behalf of the Selling Key Shareholder. If the Selling Key Shareholder does not hold a certificate in that series, class or type of stock representing the number of securities to be sold by such Selling Key Shareholder pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key Shareholder, if any, to such Selling Key Shareholder. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at Shareholder, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder is entitled by reason of each Selling Key Shareholder’s participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Shareholder may exercise Each Investor, in exercising the Right of Co-Sale Sale, may effect such Investor’s participation in such Transfer by delivering to the Seller Selling Shareholder at or before the Closing, Closing of the transfer of Offered Stock to such transferee one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder is entitled in Section 4.1, representing such Stock to be Transferred by such Investor. In the Seller on behalf event that the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, an Investor may (at such Investor’s option) convert such Preferred Stock into Common Stock and deliver Common Stock to the Selling Key Shareholderprospective purchaser. If The Company agrees to make any such conversion concurrent with the Selling Key Shareholder does not hold a certificate in that series, class or type contingent upon the actual transfer of stock representing the number of securities to be sold by such Selling Key Shareholder pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key Shareholder, if any, to such Selling Key Shareholderpurchaser. At the Closing, such certificates or other instruments will be Transferred transferred and delivered to the Proposed Transferee as Transferee(s) set forth in the Transfer Selling Shareholder’s Notice in consummation of the Transfer transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Selling Shareholder’s Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, Selling Shareholder will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of Investor within seven (7) days after such certificates and transfer documents at such Closing, Closing that portion of the proceeds of the Transfer to which each Selling Key Shareholder Investor is entitled by reason of each Selling Key Shareholdersuch Investor’s participation in such Transfer transfer pursuant to the Right of Co-Sale. In the event that any Investor electing to exercise such Investor’s Right of Co-Sale fails to deliver the stock certificates as specified above at the Closing, such Investor shall have waived his, her or its Right of Co-Sale therefor and the Selling Shareholder shall be entitled to complete the Transfer at the Closing without participation by the waiving Investor. If all of the Offered Stock is not Transferred at the Closing, however, the Selling Shareholder must again comply with the Right of Co-Sale requirements with respect to any future proposed Transfer thereof.

Consummation of Co-Sale. A Selling Key Shareholder Investor may exercise the Right of Co-Sale by delivering to the Seller at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares Selling Investor Shares not to exceed the number of shares of Stock to which the Selling Key Shareholder Investor is entitled in Section 4.16.1, representing such Stock Selling Investor Shares to be Transferred by the Seller on behalf of the Selling Key ShareholderInvestor. If the Selling Key Shareholder Investor does not hold a certificate in that series, class or type of stock representing the number of securities Selling Investor Shares to be sold by such Selling Key Shareholder Investor pursuant to this Section 46, then the Company shall promptly issue a certificate representing the proper number of shares Selling Investor Shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities Stock held by the Selling Key ShareholderInvestor and not sold pursuant to this Section 6, if any, to such Selling Key ShareholderInvestor. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at Investor, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder Investor is entitled by reason of each Selling Key Shareholder’s Investor's participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Participating Co-Sale Shareholder may exercise which has exercised the Right of Co-Sale by delivering shall deliver to the Key Founder Seller or the Other Shareholder Seller (as the case may be) at or before the ClosingRFR Completion, one or more instruments of transfer together with the applicable share certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Participating Co-Sale Shareholder is entitled in Section 4.15(a), representing such Stock shares to be Transferred by the Key Founder Seller or the Other Shareholder Seller (as the case may be) on behalf of the Selling Key Participating Co-Sale Shareholder. If the Selling Key Participating Co-Sale Shareholder does not hold a certificate in that series, class or type of stock shares representing the number of securities owned and to be sold by such Selling Key Participating Co-Sale Shareholder pursuant to this Section 45, then the Company shall shall, in accordance with the conversion provision and other relevant provisions of the Company’s Memorandum of Association and Articles of Association then in effect, promptly issue a certificate representing the proper series, class, type and number of shares to be sold pursuant to this Right of Co-Sale. At the RFR Completion, such certificates and instruments of transfer will be delivered to the Approved Third Party Purchaser as set forth in the RFR Notice in consummation of the Transfer of the shares pursuant to the terms and conditions specified in the RFR Notice, and the Key Founder Seller or the Other Shareholder Seller (as the case may be) will remit, or will cause to be remitted, to each Participating Co-Sale Shareholder that portion of the proceeds of the Transfer to which each Participating Co-Sale Shareholder is entitled by reason of each Participating Co-Sale Shareholder’s participation in such Transfer pursuant to the Right of Co-Sale. Following the ClosingRFR Completion, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key Participating Co-Sale Shareholder, if any, to such Selling Key Shareholder. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder is entitled by reason of each Selling Key Shareholder’s participation in such Transfer pursuant to the Right of Participating Co-SaleSale Shareholder.

Consummation of Co-Sale. A Selling Key Shareholder Preferred Holder may exercise the Right of Co-Sale by delivering to the Seller Seller, at or before any time within fifteen (15) days of receipt of the ClosingRight of Co-Sale Notice, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder is entitled in Section 4.1such Preferred Holder's Share, representing such Stock to be Transferred by the Seller on behalf of the Selling Key ShareholderPreferred Holder. If the Selling Key Shareholder Preferred Holder does not hold a certificate in that series, class or type of stock representing the number of securities to be sold by such Selling Key Shareholder Preferred Holder pursuant to this Section 4Article 5, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderPreferred Holder, if any, to such Selling Key ShareholderPreferred Holder. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Right of Co-Sale Notice in consummation of the Transfer transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Right of Co-Sale Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at participating Preferred Holder, within ten days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder participating Preferred Holder is entitled by reason of each Selling Key Shareholder’s Preferred Holder's participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Shareholder Purchaser may exercise the Right ----------------------- of Co-Sale by delivering to the Seller Selling Founder at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not no more than equal to exceed the product obtained by multiplying (i) the number of shares to which of Offered Stock that the Selling Key Shareholder Founder desires to transfer by (ii) a fraction, the numerator of which is entitled in Section 4.1, representing the number of shares of Common Stock of the Company (on an as-converted basis) then held by such Purchaser and the denominator of which is the combined number of shares of Common Stock to be Transferred (on an as- converted basis) then held by the Seller on behalf of the Selling Key ShareholderFounder and all Purchasers then exercising their Co-Sale rights under this Section 3.3. If the Selling Key Shareholder Purchaser does not hold a certificate in that series, class or type of stock representing the exact number of securities to be sold by such Selling Key Shareholder Purchaser pursuant to this Section 43.3, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderPurchaser, if any, to such Selling Key ShareholderPurchaser. At the Closing, such certificates or other instruments will be Transferred transferred and delivered to the Proposed Transferee transferee as set forth in the Transfer Right of Co-Sale Notice in consummation of the Transfer transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Right of Co-Sale Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, Selling Founder will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of Purchaser delivering certificates within five (5) business days after such certificates and transfer documents at such Closing, Closing that portion of the proceeds of the Transfer to which each Selling Key Shareholder Purchaser is entitled by reason of each Selling Key Shareholder’s Purchaser's participation in such Transfer transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Shareholder Investor may exercise the Right of Co-Sale by delivering to the Seller at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder Investor is entitled in Section 4.14(a), representing such Stock Shares to be Transferred by the Seller on behalf of the Selling Key ShareholderInvestor. If the Selling Key Shareholder Investor does not hold a certificate in that series, class or type of stock shares representing the number of securities owned and to be sold by such Selling Key Shareholder Investor pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderInvestor, if any, to such Selling Key ShareholderInvestor. At the Closing, such certificates or other instruments will be Transferred transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at Investor, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder Investor is entitled by reason of each Selling Key ShareholderInvestor’s participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Shareholder Preferred Holder may exercise the Right of Co-Sale by delivering to the Seller at Noonxx xx Klaux xx or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder is entitled in Section 4.1such Preferred Holder's Share, representing such Stock to be Transferred by the Seller Noonxx xx Klaus on behalf of the Selling Key ShareholderPreferred Holder. If the Selling Key Shareholder Preferred Holder does not hold a certificate in that series, class or type of stock representing the number of securities to be sold by such Selling Key Shareholder Preferred Holder pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderPreferred Holder, if any, to such Selling Key ShareholderPreferred Holder. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Right of Co-Sale Notice in consummation of the Transfer transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Right of Co-Sale Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at participating Preferred Holder, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder participating Preferred Holder is entitled by reason of each Selling Key Shareholder’s Preferred Holder's participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key Shareholder Investor may exercise the Right of Co-Sale by delivering to the Seller at or before the Co-sale Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares Shares not to exceed the number of shares Shares to which the such Selling Key Shareholder Investor is entitled in Section 4.14(a), representing such Stock Shares to be Transferred by the Seller on behalf of the Selling Key ShareholderInvestor. If the Selling Key Shareholder Investor does not hold a certificate in that series, class or type of stock Shares representing the number of securities owned and to be sold by such Selling Key Shareholder Investor pursuant to this Section 4, then the Company shall shall, in accordance with the conversion provision and other relevant provisions of the Company’s Articles then in effect, promptly issue a certificate representing the proper number of shares Shares to be sold pursuant to this Right of Co-Sale. Following the Co-sale Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderInvestor, if any, to such Selling Key ShareholderInvestor. At the Co-sale Closing, such certificates or other instruments will be Transferred transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock Transferred Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of Investor, within ten (10) days after such certificates and transfer documents at such Co-sale Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder Investor is entitled by reason of each Selling Key ShareholderInvestor’s participation in such Transfer pursuant to the Right of Co-Sale. The Company shall duly update its register of members to reflect any Transfers pursuant to the foregoing.

Consummation of Co-Sale. A Selling Key Shareholder Preferred Holder may exercise the Right of Co- Sale by giving notice thereof to the Seller within fifteen (15) days after the Right of Co-Sale by delivering Notice. If such notice is given, the Preferred Holder shall deliver to the Seller at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed such Preferred Holder's Share multiplied by the number of shares to which the Selling Key Shareholder is entitled in Section 4.1Offered Stock, representing such Stock to be Transferred by the Seller on behalf of the Selling Key ShareholderPreferred Holder and such documents as the Seller may request so that the Preferred Holder's sale is on the same terms as the Seller's sale. If the Selling Key Shareholder Preferred Holder does not hold a certificate in that series, class or type of stock representing the number of securities to be sold by such Selling Key Shareholder Preferred Holder pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderPreferred Holder, if any, to such Selling Key ShareholderPreferred Holder. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Right of Co-Sale Notice in consummation of the Transfer transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Right of Co-Sale Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at participating Preferred Holder, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key Shareholder participating Preferred Holder is entitled by reason of each Selling Key Shareholder’s Preferred Holder's participation in such Transfer pursuant to the Right of Co-Sale.

Consummation of Co-Sale. A Selling Key An Offeree Shareholder may exercise the Right of Co-Sale by delivering to the Seller at or Selling Shareholder no fewer than five (5) days before the Closing, a notice (the "Co-Sale Confirmation Notice") setting forth the number of Shares, not to exceed such Offeree Shareholder's pro rata share, and one or more certificates, properly endorsed for Transfer, representing a number of shares Shares (not to exceed the number of shares to which the Selling Key Shareholder is entitled in Section 4.1, representing such Stock Shareholder's pro rata share) to be Transferred by the Seller Selling Shareholder on behalf of the Selling Key Shareholder. If the Selling Key such Offeree Shareholder does not hold a certificate in that seriesexercising its, class his or type of stock representing the number of securities to be sold by such Selling Key Shareholder pursuant to this Section 4, then the Company shall promptly issue a certificate representing the proper number of shares to be sold pursuant to this her Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key Shareholder, if any, to such Selling Key Shareholder. At the Closing, such one or more certificates or other instruments instruments, properly endorsed for Transfer, representing the Shares listed on the Co-Sale Confirmation Notice, will be Transferred and delivered to the Proposed Transferee by the Selling Shareholder as set forth in the Transfer Notice Right of Co-Sale Notice, in consummation of the Transfer of the Offered Stock pursuant to the terms and conditions specified in the Transfer Right of Co-Sale Notice, and the Proposed Transferee shall, and the Seller Selling Shareholder shall procure that the Proposed Transferee will, remit, or will shall cause to be remitted, to each Selling Key Shareholder against receipt of such certificates and transfer documents at participating Offeree Shareholder, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each Selling Key participating Offeree Shareholder is entitled by reason of each Selling Key the Offeree Shareholder’s 's participation in such Transfer pursuant to the Right of Co-Sale. After the closing, the Company shall promptly deliver a certificate for the remaining balance of the securities held by each participating Offeree Shareholder, if any, to each such participating Offeree Shareholder.

Consummation of Co-Sale. A The Selling Key Shareholder Investor may exercise the Right of Co-Sale by delivering to the Seller at or before the Closing, one or more certificates, properly endorsed for Transfer, representing a number of shares not to exceed the number of shares to which the Selling Key Shareholder Investor is entitled in Section 4.14(a), representing such Stock Shares to be Transferred by the Seller on behalf of the Selling Key ShareholderInvestor. If the Selling Key Shareholder Investor does not hold a certificate in that series, class or type of stock shares representing the number of securities owned and to be sold by such Selling Key Shareholder Investor pursuant to this Section 4, then the Company shall shall, in accordance with the conversion provision and other relevant provisions of the Company’s Memorandum and Articles of Association then in effect, promptly issue a certificate representing the proper number of shares to be sold pursuant to this Right of Co-Sale. Following the Closing, the Company shall deliver a certificate for the remaining balance of the securities held by the Selling Key ShareholderInvestor, if any, to such Selling Key ShareholderInvestor. At the Closing, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Transfer Notice in consummation of the Transfer of the Offered Stock Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Proposed Transferee shall, and the Seller shall procure that the Proposed Transferee will, will remit, or will cause to be remitted, to each the Selling Key Shareholder against receipt of such certificates and transfer documents at Investor, within ten (10) days after such Closing, that portion of the proceeds of the Transfer to which each the Selling Key Shareholder Investor is entitled by reason of each the Selling Key ShareholderInvestor’s participation in such Transfer pursuant to the Right of Co-Sale.