Common use of Violation of Co-Sale Right Clause in Contracts

Violation of Co-Sale Right. If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder to purchase from such Participating Stockholder the type and number of Shares that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), and subject to the same conditions as would have applied had the Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 days after the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Stockholder shall also reimburse each Participating Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Stockholder Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Major Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Key Holder to purchase from such Participating Major Stockholder the type and number of Shares shares of Capital Stock that such Participating Major Stockholder would have been entitled to sell to the Prospective Transferee under Subsection 2.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), terms and subject to the same conditions as would have applied had the Stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Major Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Stockholder Key Holder shall also reimburse each Participating Major Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Major Stockholder’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Stockholder Key Holder purports to sell any Transfer Common Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 Investor may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Key Holder to purchase from such Participating Stockholder Investor the type and number of Shares shares of Common Stock that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.25.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d5.2(d)(i) and the first sentence of Subsection 5.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder an Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.25.2. Such Stockholder Key Holder shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholdersuch Investor’s rights under Subsection 2.25.2.

Violation of Co-Sale Right. If any Stockholder Key Holder purports to sell any Transfer Stock Shares in contravention of the Right of Co-Sale (a “"Prohibited Transfer”"), each Participating Stockholder Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 Section 6.5 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Key Holder to purchase from such Participating Stockholder Investor the type and number of Shares that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2Section 6.5. The sale will be made on the same terms, including, without limitation, including as provided in Subsection 2.2(dSection 6.5(d)(i) and the first sentence of Section 6.5(d)(ii), as applicable, and subject to the same conditions as would have applied had the Stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, including the delivery of the purchase price) must be made within 90 days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2Section 6.5. Such Stockholder Key Holder shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s Investor's rights under Subsection 2.2Section 6.5.

Violation of Co-Sale Right. If any Stockholder Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who the Investor, if it desires to exercise its Right of Co-Sale under Subsection 2.2 2.2, may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Key Holder to purchase from such Participating Stockholder the Investor the type and number of Shares shares of Capital Stock that such Participating Stockholder the Investor would have been entitled to sell to the Prospective Transferee under Subsection 2.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), terms and subject to the same conditions as would have applied had the Stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Stockholder Key Holder shall also reimburse each Participating Stockholder the Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2.

Violation of Co-Sale Right. If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who ) and the Qualifying Holder desires to exercise its Right of Co-Sale under Subsection 2.2 Section 2.2, it may, in addition to such remedies as may be available by law, in equity or hereunder, require such selling Stockholder to purchase from such Participating Stockholder the Qualifying Holder the type and number of Shares shares of Capital Stock that such Participating Stockholder the Qualifying Holder would have been entitled to sell to the Prospective Transferee under Section 2.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), terms and subject to the same conditions as would have applied had the selling Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection Section 2.2. Such selling Stockholder shall also reimburse each Participating Stockholder the Qualifying Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection Section 2.2.

Violation of Co-Sale Right. If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 Section 4 may, in addition to such remedies as may be available by law, in equity or hereunder, require such selling Stockholder to purchase from such Participating Stockholder the type and number of Shares shares of capital stock that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2Section 4. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)this Section 4, and subject to the same conditions as would have applied had the selling Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2this Section 4. Such selling Stockholder shall also reimburse each Participating Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.2Section 4.

Violation of Co-Sale Right. If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Pharma Holder who desires to exercise its Right of Co-Sale under Subsection Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder to purchase from such Participating Stockholder Pharma Holder the type and number of Shares shares of Capital Stock that such Participating Stockholder Pharma Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection Section 2.2(d), and subject to the same conditions as would have applied had the Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder Pharma Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection Section 2.2. Such Stockholder Stockholders shall also reimburse each Participating Stockholder Pharma Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderPharma Holder’s rights under Subsection Section 2.2.

Violation of Co-Sale Right. If any Stockholder Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Existing Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 Section 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Key Holder to purchase from such Participating Stockholder Existing Investor the type and number of Shares shares of Capital Stock that such Participating Stockholder Existing Investor would have been entitled to sell to the Prospective Transferee under Section 5.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 2.2Section 5.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), terms and subject to the same conditions as would have applied had the Stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder Existing Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2Section 5.2. Such Stockholder Key Holder shall also reimburse each Participating Stockholder Existing Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2Section 5.2.

Violation of Co-Sale Right. If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating other Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 3.3 may, in addition to such remedies as may be available by law, in equity or hereunder, require such selling Stockholder to purchase from such Participating the Stockholder the type and number of Shares shares of Capital Stock that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.23.3. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d3.3(d), and subject to the same conditions as would have applied had the selling Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating such Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.23.3. Such selling Stockholder shall also reimburse each Participating of the other Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.23.3.

Violation of Co-Sale Right. If any Stockholder Prospective Transferor purports to sell any Transfer Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 Section 5.2 hereof may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Prospective Transferor to purchase from such Participating Stockholder Investor the type and number of Shares that such Participating Stockholder Investor would have been entitled to sell to the Prospective Transferee under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 2.2Section 5.2 hereof. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d), terms and subject to the same conditions as would have applied had the Stockholder Prospective Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed provided for in Subsection 2.2Section 5.2 hereof. Such Stockholder Prospective Transferor shall also reimburse each Participating Stockholder Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderInvestor’s rights under Subsection 2.2Section 5.2 hereof.

Violation of Co-Sale Right. If any Stockholder Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder Major Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder Key Holder to purchase from such Participating Stockholder Major Investor the type and number of Shares shares of Common Stock that such Participating Stockholder Major Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.25.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d5.2(f), and subject to the same conditions as would have applied had the Stockholder Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after the Participating Stockholder Major Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.25.2. Such Stockholder Key Holder shall also reimburse each Participating Stockholder Major Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating StockholderMajor Investor’s rights under Subsection 2.25.2.