Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditi...
Right of Co-Sale. (a) to the extent the Holders do not exercise their respective right of first refusal as to all of the Offered Shares pursuant to Section 9.2, each Holder that did not exercise its right of first refusal as to any of the Offered Shares pursuant to Section 9.2 shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within fifteen (15) days after delivery of the Transfer Notice referred to in Section 9.2(a) (such Holder, a “Selling Holder”; all such Holders and the Transferor are referred to collectively as the “Selling Holders”).
Right of Co-Sale. If all of the Transfer Shares proposed to be sold by a Seller are not purchased by the Company or the Investors as provided in Section 1.3, the Seller shall deliver a notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) days after the receipt of such notice from the Seller, to elect to sell all or any part of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is the number of shares of Stock requested to be Transferred by the Seller in the Seller’s Notice or by such Investor in the notice delivered under this Section, as applicable, and the denominator of which is the combined number of shares of Stock of the Company so requested be Transferred by the Seller and all participating Investors. The Stock to be sold shall be transferred by the Seller and the participating Investors to the Transferee in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purcha...
Right of Co-Sale. 10.1 To the extent the Investors do not exercise their respective rights of first refusal as to all the Offered Shares proposed to be sold by the Transferor to the transferee identified in the Transfer Notice, the Transferor (other than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give written notice (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale). Each such Investor shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, on the same terms and conditions as specified in the Transfer Notice (but in no event less favorable than the terms and conditions offered to the Transferor) (and for the same consideration on an as converted basis) by notifying the Transferor in writing within ten (10) Business Days following the date of the Co-Sale Notice (each such electing Investor, also a “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Shareholder wishes to sell under its right to participate. To the extent one or more Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Transferor may sell in the Transfer to the prospective transferee identified in the Transfer Notice shall be correspondingly reduced.
Right of Co-Sale. (a) In the event the Company and the Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares subject to Sections 5.2 and 5.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 and 5.3, then the Selling Stockholder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder with a copy to the Company within 15 days after receipt of the Co-Sale Notice, to participate in such transfer of Selling Stockholder Shares on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b) such Investor wishes to sell under his, her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares that such Selling Stockholder may sell in the transaction shall be correspondingly reduced.
Right of Co-Sale. Each of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any shares of the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 5% of the number of shares of capital stock owned by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. E...
Right of Co-Sale. Subject to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Trans...
Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale.
Right of Co-Sale. (a) Subject to the above Section 4.1, if at any time a Founder Party or Haode Investment (the “Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pursuant to a bona fide offer received from such third party (the “Proposed Transferee”), the Transferor shall promptly send a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed to be Transferred (the “Offered Shares”); (ii) the proposed purchase price per Share (the “Transfer Price”) in US$ in respect of such Transfer; (iii) the material terms and conditions of such Transfer. Each Holder shall have the right (but not the obligation) (the “Right of Co-Sale”) to participate in such Transfer and transfer simultaneously with the Transferor to the Proposed Transferee its Equity Securities in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing a written notice (the “Co-Sale Notice”) to the Transferor within ten (10) Business Days after receipt of the Transfer Notice (the “Co-Sale Period”), and such notice delivered to the Transferor shall indicate the number of Equity Securities such Selling Shareholder wishes to sell by exercising its right under this Section 4.2.
Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 5 hereof, then each Holder (a “Co-Sale Right Holder” for purposes of this Section 6) which notifies the Selling Shareholder in writing within fifteen (15) days after receipt of the Additional Selling Shareholder Transfer Notice referred to in Section 5(c) hereof, shall have the right to participate in such sale of Offered Shares on the same terms and conditions as specified in the Selling Shareholder Transfer Notice. Such Co-Sale Right Holder’s notice to the Selling Shareholder shall indicate the number of shares of Series A Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) the Co-Sale Right Holder wishes to sell under its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Offered Shares that the Selling Shareholder may sell in the Selling Shareholder Transfer shall be correspondingly reduced.
