Right to Participate in Co Sale Clause Samples

Right to Participate in Co Sale. (a) Subject to the terms and conditions of the Fourth Amended and Restated Registration Rights Agreement, if any Shareholder, other than Nassau, (or group of Shareholders in a substantially simultaneous transaction) proposes to sell, exchange or in any other manner dispose of Shares (other than in a manner permitted by paragraph (b) or (c) of Section 2 above), then such Share holder or Shareholders, other than Nassau (the "Transferring Shareholder(s)"), shall give written notice (a "Co-Sale Notice") to the Company setting forth the terms and conditions of such proposed transaction. The Co-Sale Notice may be provided concurrently with or as part of the Notice of Intention to Sell. Upon receipt of such Co-Sale Notice, the Company shall promptly provide a copy of the Co-Sale Notice to each person or entity who or which was an Eligible Shareholder as of the date of the Company's receipt of such Co Sale Notice. (b) Each such Eligible Shareholder shall have the right, exercisable upon written notice to the Company within 20 business days after receipt by such Eligible Shareholder of such copy of the Co-Sale Notice, to participate in the proposed disposition of Shares with respect to those Shares as to which rights of the Company and the Eligible Shareholders pursuant to Section 3 hereof have not been exercised (the "Eligible Shares"), on the terms and conditions set forth in the Co-Sale Notice. Each Eligible Shareholder may participate with respect to all or any part of that number of the Common Equivalent Shares into which the Eligible Shares could then be converted or exercised, in an amount equal to the product obtained by multiplying (i) such number of Common Equivalent Shares, by (ii) a fraction, the numerator of which is the number of Common Equivalent Shares at the time owned by such Eligible Shareholder and the denominator of which is the total number of Common Equivalent Shares at the time owned by all persons or entities who or which were Shareholders as of the Company's receipt of the Co-Sale Notice. (c) If the proposed disposition is of Common Shares or referred Shares, then each Eligible Shareholder shall be entitled to (i) sell Common Shares or Preferred Shares, (ii) exercise the option under any Common Warrant to purchase Common Shares and sell such Common Shares, or (iii) exercise the option under any Series B Warrant to purchase Series B Shares and sell Common Shares issued upon conversion of such Series B Shares. If the Transferring Shareholder...