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

Violation of Co-Sale Right. If any Selling Shareholder purports to sell any Transfer Shares in contravention of the Right of Co-Sale (a "Prohibited Transfer"), each other Shareholder who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Selling Shareholder to purchase from such other Shareholder the type and number of Capital Shares that such other Shareholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had such Selling Shareholder not made the Prohibited Transfer, except that the sale (including the delivery of the purchase price) must be made within 90 days after such other Shareholder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 2.2. Such Selling Shareholder shall also reimburse such other Shareholder 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 such other Shareholder's rights under Section 2.2.

Violation of Co-Sale Right. If any Selling Shareholder stockholder of the Company purports to sell any Transfer Shares Stock in contravention of the Right of Co-Sale (a "“Prohibited Transfer"”), each other Shareholder Investor who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Selling Shareholder stockholder to purchase from such other Shareholder Investor the type and number of shares of Capital Shares Stock that such other Shareholder Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had such Selling Shareholder the stockholder not made the Prohibited Transfer, except that the sale (including including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after such other Shareholder the Investor learns of the Prohibited Transfer, as opposed to the timeframe prescribed proscribed in Section 2.2. Such Selling Shareholder stockholder shall also reimburse such other Shareholder each 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 such other Shareholder's the Investor’s rights under Section 2.2.

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

Violation of Co-Sale Right. If any Selling Shareholder Stockholder purports to sell any Transfer Shares Stock in contravention of the Right of Co-Sale (a "“Prohibited Transfer"”), each other Shareholder Investor who or which desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Selling Shareholder Stockholder to purchase from such other Shareholder Investor the type and number of shares of Capital Shares Stock that such other Shareholder Investor 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 Section 2.2. The sale will be made on the same terms, including including, without limitation, as provided in Section Sections 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had such Selling Shareholder the Stockholder not made the Prohibited Transfer, except that the sale (including including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after such other Shareholder the Investor learns of the Prohibited Transfer, as opposed to the timeframe prescribed proscribed in Section 2.2. Such Selling Shareholder Stockholder shall also reimburse such other Shareholder each 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 such other Shareholder's the Investor’s rights under Section 2.2.

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

Violation of Co-Sale Right. If any Selling Shareholder Stockholder purports to sell any Transfer Shares Stock in contravention of the Right of Co-Sale (a "“Prohibited Transfer"”), each other Shareholder Investor who or which desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Selling Shareholder Stockholder to purchase from such other Shareholder Investor the type and number of shares of Capital Shares Stock that such other Shareholder Investor 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 Section 2.2. The sale will be made on the same terms, including including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had such Selling Shareholder the Stockholder not made the Prohibited Transfer, except that the sale (including including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after such other Shareholder the Investor learns of the Prohibited Transfer, as opposed to the timeframe prescribed proscribed in Section 2.2. Such Selling Shareholder Stockholder shall also reimburse such other Shareholder each 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 such other Shareholder's the Investor’s rights under Section 2.2.

Violation of Co-Sale Right. If any Selling Shareholder Stockholder purports to sell any Transfer Shares Stock in contravention of the Right of Co-Sale (a "“Prohibited Transfer"”), each other Shareholder Participating Investor who desires to exercise its Right of Co-Sale under Section 2.2 5.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Selling Shareholder Stockholder to purchase from such other Shareholder Participating Investor the type and number of shares of Capital Shares Stock that such other Shareholder Participating Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.25.2. The sale will be made on the same terms, including including, without limitation, as provided in Section 2.2(d)(i5.2(d)(i) and the first sentence of Section 2.2(d)(ii5.2(d)(ii), as applicable, and subject to the same conditions as would have applied had such Selling Shareholder the Stockholder not made the Prohibited Transfer, except that the sale (including including, without limitation, the delivery of the purchase price) must be made within 90 ninety (90) days after such other Shareholder the Participating Investor learns of the Prohibited Transfer, as opposed to the timeframe prescribed proscribed in Section 2.25.2. Such Selling Shareholder Stockholder shall also reimburse such other Shareholder each Participating 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 such other Shareholder's the Participating Investor’s rights under Section 2.25.2.

Violation of Co-Sale Right. If any Selling Shareholder purports to sell any Transfer Shares in contravention of the Right of Co-Sale (a "“Prohibited Transfer"”), each other Shareholder who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Selling Shareholder to purchase from such other Shareholder the type and number of Capital Shares that such other Shareholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had such Selling Shareholder not made the Prohibited Transfer, except that the sale (including the delivery of the purchase price) must be made within 90 days after such other Shareholder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 2.2. Such Selling Shareholder shall also reimburse such other Shareholder 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 such other Shareholder's ’s rights under Section 2.2.