Right to Participate in Sales Sample Clauses

Right to Participate in Sales. (a) If a Stockholder (the "Offering Stockholder") proposes to sell any or all of the Securities owned by the Offering Stockholder (the "Offered Securities") to a Third Party in a bona fide transaction not involving an Excluded Transaction (a "Third Party Sale"), the Offering Stockholder will, prior to effecting any Third Party Sale, deliver to the other Stockholders (the "Non-Offering Stockholders") a written notice (an "Offer Notice") specifying (i) the aggregate amount of cash consideration, the amount of any promissory note or other debt instrument and the Fair Market Value of any other non-cash consideration (the "Offer Price") for which the Offering Stockholder proposes to sell the Offered Securities in the proposed Third Party Sale, (ii) the identity of the purchaser in the proposed Third Party Sale, (iii) the date the proposed Third Party Sale is scheduled to close, and (iv) all other material terms of the proposed Third Party Sale, including without limitation any other contract or transaction entered into or proposed to be entered into in connection with the Third Party Sale. If a Non-Offering Stockholder so requests in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder within 20 calendar days following the delivery of the Offer Notice (the "Co-Sale Acceptance Period"), such Non-Offering Stockholder (a "Co-Selling Stockholder") will be permitted to sell in that Third Party Sale, on the same terms as the Offering Stockholder, up to the number of Securities held by such Co-Selling Stockholder as is specified in the Co-Sale Notice; provided that the number of Securities to be sold by such Co-Selling Stockholder participating in such Third Party Sale will in no event exceed the Portion corresponding to such Co-Selling Stockholder. As used herein, "Portion" means, with respect to a Co-Selling Stockholder, the number of Securities beneficially owned by such Co-Selling Stockholder multiplied by a fraction the numerator of which is the number of Securities to be sold by the Offering Stockholder and its Permitted Transferees in such Third Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior
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Right to Participate in Sales. In the event Affected Shareholder(s) shall be permitted to sell its Shares to an Offeror pursuant to Section 3.7 hereof and such Affected Shareholder(s) own at least 51% of the outstanding Shares of the Company, the Affected Shareholder(s) shall give the Non-Affected Shareholders written notice at least twenty (20) days prior to the consummation of any and all such sales. Except as modified hereunder, each Non-Affected Shareholder shall have the right, as a condition of such sale by the Affected Shareholder(s), to sell to the Offeror, on the same terms and conditions as the Affected Shareholder(s), that proportion, rounded to the nearest whole number to eliminate fractional shares, of the Shares proposed to be sold by the Affected Shareholder(s) which the number of Shares owned by such Non-Affected Shareholder bears to the number of Shares owned by all Shareholders (including the Affected Shareholder(s)), and the number of Shares that the Affected Shareholder(s) may sell pursuant to such Offer shall be correspondingly reduced. Each Non-Affected Shareholder desiring to participate in any such sale shall notify the Affected Shareholder(s) of such intention within ten (10) days after notice is given in accordance with the first sentence of this Section 3.8.
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Right to Participate in Sales. (a) If at any time a Selling Shareholder desires to Transfer all or any part of the Shares owned by such Selling Shareholder to a proposed Transferee (other than pursuant to a Transfer permit- xxx under Section 2 hereof), and the Shares proposed to be transferred have not been pur- chased or are not subject to purchase under Section 3, the Investors shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Shareholder, a Pro Rata Portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “Pro Rata Portion” of Shares which an Investor shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all Shares which are then held by the Investor, and the denomina- tor of which is the aggregate of (i) all Shares held by the Selling Shareholder and (ii) all Shares which are then held by the Investors wishing to participate on any sale under this Sec- tion 4.
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Right to Participate in Sales. 19 5.1. Right to Participate in Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 5.2. Securities Not Subject to Tag-Along Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.3. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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Right to Participate in Sales. (a) If requested by the other Stockholder (the "Co-Selling Stockholder") in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder during the ROFR Acceptance Period, the Co-Selling Stockholder will be permitted to sell in that Third-Party Sale, on the same terms as the Offering Stockholder, up to the number of Securities held by the Co-Selling Stockholder as is specified in the Co-Sale Notice; provided that the number of Securities to be sold by the Co-Selling Stockholder participating in such Third-Party Sale shall in no event exceed the Portion corresponding to such Co-Selling Stockholder. As used herein, "Portion" means, with respect to the Co-Selling Stockholder, the number of Securities beneficially owned by such Co-Selling Stockholder multiplied by a fraction the numerator of which is the number of Securities to be sold by the Offering Stockholder and its Permitted Transferees in such Third-Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior to such Third-Party Sale. If a Co-Selling Stockholder requests to include more Securities than provided under the preceding sentences, the Offering Stockholder will attempt to cause the Third-Party Purchaser to acquire those additional Securities, but will have no liability for the Third-Party Purchaser's refusal to purchase those additional Securities. To the extent that the Third-Party Purchaser is unwilling to purchase all of the Securities proposed to be sold by the Offering Stockholder and the Co-Selling Stockholder, the number of Securities to be sold by each of the Offering Stockholder and the Co-Selling Stockholder shall be reduced to their respective Pro Rata Number of Securities. "Pro Rata Number" means, with respect to the participation of the Offering Stockholder or the Co- Selling Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Co-Selling Stockholder. Notwithstanding anything to the contrary herein contained, (i) the Co-Selling Stockholder may not deliver to the Offering Stockholder both an Acceptance Notice and...
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Right to Participate in Sales. Until such time as there shall occur a Qualified Public Offering, upon compliance by an Offering Founder with the provisions of Section 2.3 hereof and prior to any transfer under Section 2.3 hereof, the Offering Founder shall provide each Holder with written notice (the "TRANSFER NOTICE") of, and the opportunity to participate in, such transfer upon the same Terms as set forth in the original Notification under Section 2.3(b). Any Holder which elects to participate in such transfer shall notify the Offering Founder no later than fifteen (15) days after the date of the Transfer Notice (the "CO-SALE PERIOD")specifying the number of shares which the Holder desires to transfer. The Offering Founder will not transfer any shares of stock held by him in such transaction unless the transferee thereof at the same time purchases from each Holder who elects to participate in the transfer as aforesaid at least the lesser of (1) the number of shares of stock set forth in such Holder's notice to the Offering Founder or (2) that number of shares computed by multiplying the total number of shares of stock to which the proposed transfer relates by a fraction, the numerator of which is the aggregate number of shares of stock owned by such Holder and the denominator of which is the aggregate number of shares of stock owned by all Holders.
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Right to Participate in Sales. Upon compliance by an Offering Holder with the provisions of Section 2(a) through 2(c) hereby and prior to any transfer under Section 2(e) hereof, the Offering Holder shall provide each Offeree with written notice (the "Transfer Notice") of, and the opportunity to participate in, such transfer upon the same terms as set forth in the original Notification under Section 2(b). Any Offeree which elects to participate in such transfer shall notify the Offering Holder not later than fifteen days after receipt of the Transfer Notice, specifying the number of shares of Stock which such Offeree desires to transfer. The Offering Holder will not transfer any shares of Stock pursuant to Section 2(e) in such transaction unless the transferee thereof at the same time purchases from each Offeree Holder who elects to participate in the transfer as aforesaid at least the lesser of (a) the number of shares of Stock set forth in such Offeree Holder's notice to the Offering Holder or (b) that number of shares computed by multiplying the total number of shares of Stock to which the proposed transfer relates by a fraction, the numerator of which is the aggregate number of shares of Stock owned by such Offeree Holder and the denominator of which is the aggregate number of shares of Stock outstanding. Notwithstanding the foregoing, at all times during the term of this agreement Boston Biomedica, Inc. shall be permitted, should it elect to do so in accordance with the notice provisions of this Section 3, to sell a number of shares of stock pursuant to this Section 3 which is not less than the largest number of shares being sold pursuant hereto by any of BioMolecular Assays, Inc., James A. Laugharn and David J. Green, and the number of shares beinx xxxx xx xxx xxxh paxxxxx xxxxx xe reduced on a pro rata basis to accommodate the foregoing entitlement.
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Right to Participate in Sales 
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Related to Right to Participate in Sales

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