Common use of Put Right Clause in Contracts

Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice, or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key Shareholder’s Put Notice to such Seller.

Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key Shareholder’s Put Notice to such Seller.

Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholderthe Company’s Right and the Investors’ right of Coco-Sale sale under this Agreement Section 1.6 (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed proposed Transferee of Offered Stock Transfer Shares desires to purchase a class, series series, or type of stock offered by the Seller but and not held by a Key Shareholder an Investor, or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholderan Investor, such Key Shareholder Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (ia) the Closing as defined in subsection 4.1 above, consummation of the Transfer pursuant to Section 1.6 or (iib) the date on which such Key Shareholder an Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to of such other remedies as may be available at lawProhibited Transfer, require such Seller to purchase from such Key Shareholderthe Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the ClosingTransfer, a number of shares of Stock (of the same class or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Key Shareholder Investor then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Sharesof Stock having as close to the same economic consequences of ownership as is possible) having a purchase price equal to the aggregate purchase price that the Key Shareholder Investor would have received in the closing of such Prohibited Transfer if such Key Shareholder Investor had elected been able to exercise its Right right of Coco-Sale sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholdersuch Prohibited Transfer. The closing of such sale to the Seller will shall occur within ten thirty (1030) days after the date of such Key ShareholderInvestor’s Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1.

Put Right. If a Seller Transfers Stockholder transfers any Stock in contravention of a Key Shareholder’s the Preferred Holders' Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"PROHIBITED TRANSFER"), or if the Proposed Transferee proposed transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but Stockholder not held by a Key Shareholder Preferred Holder or the Proposed Transferee is unwilling to purchase any Stock from a Key ShareholderPreferred Holder, such Key Shareholder Preferred Holder may, by delivery of written notice to such Seller Stockholder (a “Put Notice”"PUT NOTICE") within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 Section 5.1 above, or (ii) the date on which such Key Shareholder Preferred Holder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller Stockholder to purchase from such Key ShareholderPreferred Holder, for cash or such other consideration as the Seller Stockholder received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Key Shareholder Preferred Holder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares of Preferred Stock or Ordinary SharesCommon Stock) having a purchase price equal to the aggregate purchase price that the Key Shareholder Preferred Holder would have received in the closing of such Prohibited Transfer if such Key Shareholder Preferred Holder had elected to exercise its Right right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee proposed transferee had been willing to purchase the Stock of the Key ShareholderPreferred Holder. The closing of such sale to the Seller Stockholder will occur within ten (10) 30 days after the date of such Key Shareholder’s Preferred Holder's Put Notice to such SellerStockholder.

Put Right. If a Seller Selling Shareholder Transfers any Stock Offered Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “"Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"), or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock Shares from a Key an Offeree Shareholder, such Key Offeree Shareholder may, by delivery of written notice to such Seller Selling Shareholder (a “"Put Notice”") within ten (10) days after the later of (ia) the Closing as defined in subsection 4.1 above, closing of the Prohibited Transfer or (iib) the date on which such Key Offeree Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller Selling Shareholder to purchase from such Key Offeree Shareholder, for cash or such other consideration as the Seller Selling Shareholder received in the Prohibited Transfer or at the Closingclosing of the Prohibited Transfer, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Offeree Shareholder's Shares or Ordinary Shares) having a an aggregate purchase price equal to the aggregate purchase price that the Key Offeree Shareholder would have received in the closing of such Prohibited Transfer if such Key Offeree Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing closing of the Prohibited Transfer if the Proposed Transferee had been willing to purchase the Stock Shares of the Key Offeree Shareholder. The closing of such sale to the Seller will Selling Shareholder shall occur within ten (10) days after the date of such Key Offeree Shareholder’s 's Put Notice to such SellerSelling Shareholder.

Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s the Eligible Investors’ Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder an Eligible Investor or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholderan Eligible Investor, such Key Shareholder Eligible Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (ia) the Closing as defined in subsection 4.1 aboveSection 4.1, or (iib) the date on which such Key Shareholder Eligible Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key ShareholderEligible Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder Eligible Investor then owns Stock of such class or type; otherwise Series A Shares, Series B Shares of Preferred Stock or Ordinary SharesCommon Stock) having a purchase price equal to the aggregate purchase price that the Key Shareholder Eligible Investor would have received in the closing of such Prohibited Transfer if such Key Shareholder Eligible Investor had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key ShareholderEligible Investor. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderEligible Investor’s Put Notice to such Seller.

Put Right. If a Seller Transfers Selling Shareholder transfers any Stock in contravention of a Key Remaining Shareholder’s 's Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"PROHIBITED TRANSFER"), or if an Incomplete Co-Sale occurs and the Proposed Transferee provisions of Offered Stock desires to purchase a classSection 5 hereof apply, series or type of stock offered by the Seller but not held by a Key relevant Remaining Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller Selling Shareholder to purchase from such Key Remaining Shareholder, for cash or such other consideration as the Seller Selling Shareholder received in the Prohibited Transfer or at the ClosingIncomplete Co-Sale, a that number of shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if such Key Remaining Shareholder then owns Stock of such class class, series or type; , and otherwise Series A Shares, Series B Shares or Ordinary Sharesof Common Stock) having a purchase price equal to the aggregate purchase price that the Key such Remaining Shareholder would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Key Remaining Shareholder had elected exercised and been able to exercise its consummate such Remaining Shareholder's Right of Co-Sale with respect thereto or in (the Closing if Shareholder's "PUT RIGHT"). A Remaining Shareholder may exercise such Remaining Shareholder's Put Right by delivery of written notice to the Proposed Transferee had been willing to purchase Selling Shareholder and the Stock Company (a "PUT NOTICE") within ten (10) days after such Remaining Shareholder becomes aware of the Key ShareholderProhibited Transfer or Incomplete Co-Sale. The closing of such sale to the Seller Selling Shareholder under such Remaining Shareholder's Put Right will occur within ten seven (107) days after the date of such Key Remaining Shareholder’s 's Put Notice to such SellerNotice.