Common use of Right of Co-Sale Clause in Contracts

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.

Right of Co-Sale. (a) To In the case of a transfer by any of the Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to the extent the Company and the Remaining Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 5 hereof3.2, then each Holder other than the Selling Ordinary Shareholder (a “Co-Sale Right Holder” for purposes of this Section 63.3) which that notifies the Selling Ordinary Shareholder in writing within fifteen twenty (1520) days after receipt Delivery of the Additional Selling Shareholder Transfer Notice referred to in Section 5(c) hereof3.2(c), shall have the right to participate in such sale of Offered Shares Equity Securities on the same terms and conditions as specified in the Selling Shareholder Transfer Notice. Such Co-Sale Right Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of Series A Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) the Company that the Co-Sale Right Holder wishes to sell under his, her or 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 Equity Securities that the Selling Ordinary Shareholder may sell in the Selling Shareholder Transfer shall be correspondingly reduced.

Right of Co-Sale. (a) To the extent that (i) the Company has not exercised its right to purchase the offered shares pursuant to any right of first refusal held by the Company and (ii) the Holders do have not exercise exercised their respective rights of refusal as to all of purchase the Offered Shares pursuant to Section 5 hereof3.1, then each Holder (a “Co-Sale Right Selling Holder” for purposes of this Section 6subsection 3.2) which notifies the Selling Shareholder Key Common Holder in writing within fifteen thirty (1530) days after receipt of the Additional Selling Shareholder Transfer Firm Offer Notice referred to in Section 5(c) hereof3.1(a), shall have the right to participate in such sale of Offered Shares Equity Securities on the same terms and conditions as specified in the Selling Shareholder Transfer Firm Offer Notice. Such Co-Sale Right Selling Holder’s notice to the Selling Shareholder Key Common Holder shall indicate the number of shares of Series A Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) Equity Securities the Co-Sale Right Selling Holder wishes to sell under his, her or 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 Equity Securities that the Selling Shareholder Key Common Holder may sell in the Selling Shareholder Transfer shall be correspondingly reduced.

Right of Co-Sale. (a) To the extent the Company Company, the Non-Selling Common Holders and the Preferred Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 5 hereof2.1, then each Preferred Holder and Non-Selling Common Holder (each such Preferred Holder or Non-Selling Common Holder, a “Co-Sale Right Selling Holder” for purposes of this Section 62.2) which that notifies the Selling Shareholder in writing within fifteen twenty (1520) days after receipt Delivery of the Additional Selling Shareholder Transfer Notice referred to in Section 5(c) hereof2.1(c), shall have the right to participate in such sale of Offered Shares Equity Securities on the same terms and conditions as specified in the Selling Shareholder Transfer NoticeNotice but with no obligation other than to transfer the shares and make customary representations and warranties; provided that the indemnification amount in connection with a breach of such representations and warranties shall be limited to the purchase price received. Such Co-Sale Right Selling Holder’s notice to the Selling Shareholder shall indicate the number of shares of Series A Preferred Stock (or shares capital stock of Common Stock issued or issuable upon conversion thereof) the Co-Sale Right Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Preferred Holders or Non-Selling Common Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Offered Shares Equity Securities that the Selling Shareholder may sell in the Selling Shareholder Transfer shall be correspondingly reduced.

Right of Co-Sale. In the event that (ax) To the extent the Company and the Preferred Holders do not exercise their respective rights of refusal as purchase pursuant to Section 2.3(a) all of the Offered Restricted Founders Shares pursuant which an Offeree Holder proposed to Section 5 hereofsell, then assign or transfer, and (y) the Purchase Offer will result in (1) the transfer of 25,000 or more shares of Common Stock by such Offeree Holder or (2) the transferee of such shares holding more than 50% of the Common Stock, each of the Preferred Holders shall have the right, exercisable upon written notice to the Offeree Holder (a “Co-Sale Right Holder” for purposes of this Section 6) which notifies the Selling Shareholder in writing within fifteen (15) 30 business days after receipt of the Additional Selling Shareholder Transfer Notice referred to in Section 5(c) hereofof the Purchase Offer, shall have the right to participate in such the Offeree Holder's sale of Offered Restricted Founders Shares on pursuant to the same specified 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 participatesuch Purchase Offer. To the extent one or more of the Preferred Holders exercise such right of participation participation, in accordance with the terms and conditions set forth belowhereof, the number of shares of Offered Restricted Founders Shares that which the Selling Shareholder Offeree Holder may sell in the Selling Shareholder Transfer pursuant to such Purchase Offer shall be correspondingly reduced.. The right of participation of each of the Preferred Holders shall be subject to the following terms and conditions:

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 hereof2.1, then each Holder that has not exercised its Right of First Refusal (a “Co-Sale Right HolderParticipant” for purposes of this Section 62.2) which that notifies the Selling Shareholder in writing within fifteen (15) business days after receipt Delivery of the Additional Selling Shareholder Transfer Notice referred to in Section 5(c) hereof2.1(c), shall have the right to participate in such sale of Offered Shares on the same terms and conditions as specified in the Selling Shareholder Additional Transfer NoticeNotice referred to in Section 2.1(c). Such Co-Sale Right HolderParticipant’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) Equity Securities that the Co-Sale Right Holder Participant wishes to sell under his, her or its right to participate. To the extent one or more of the Holders Co-Sale Participants 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.