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

Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder 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 Key Holder to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock that such Investor or Rights Holder 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 Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder shall also reimburse each Investor and Rights 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2.

Violation of Co-Sale Right. If any Key Holder or Investor purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each other Investor or Rights Key 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 Key Holder or selling Investor to purchase from such other Investor or Rights and Key Holder the type and number of shares of Capital Stock that such other Investor or Rights and Key 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 Key Holder or Investor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the other Investor or Rights Holder, as applicable, Key Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection Section 2.2. Such Key Holder or Investor shall also reimburse each other Investor and Rights Key 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 such other Investor’s or Rights Key Holder’s (as applicable) rights under Subsection Section 2.2.

Violation of Co-Sale Right. If any Key Holder Selling Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “"Prohibited Transfer”"), each Investor or Rights Holder Participating Stockholder 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 Key Holder Selling Stockholder to purchase from such Investor or Rights Holder Participating Stockholder the type and number of shares of Capital Stock that such Investor or Rights Holder 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 Section 2.2. The sale will be made on the same terms, including, including without limitation, limitation as provided in Subsection 2.2(dSection 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 the Key Holder Selling Stockholder not made the Prohibited Transfer, except that the sale (including, including without limitation, limitation the delivery of the purchase price) must be made within ninety (90) days after the Investor or Rights Holder, as applicable, Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection Section 2.2. Such Key Holder Selling Stockholder shall also reimburse each Investor and Rights Holder Participating Stockholder for any and all reasonable and documented out-of-of- pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s or Rights Holder’s (as applicable) Participating Stockholder's rights under Subsection Section 2.2.

Violation of Co-Sale Right. If any Key Holder Securityholder purports to sell any Transfer Stock Securities in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor or Rights Holder who desires to exercise its Right of Co-Sale under Subsection 2.2 Section 9.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder Securityholder to purchase from such Investor or Rights Holder the type and number of shares of Capital Stock Shares that such Investor or Rights Holder 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 9.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(dSection 9.2(d)(i) and the first sentence of Section 9.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Key Holder Securityholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor or Rights Holder, as applicable, learns of the Prohibited Transfer, as opposed to the timeframe proscribed prescribed in Subsection 2.2Section 9.2. Such Key Holder selling Securityholder shall also reimburse each Investor and Rights 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 Investor’s or Rights Holder’s (as applicable) rights under Subsection 2.2Section 9.2.