Common use of Right of Co-Sale Clause in Contracts

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 Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 below.

Right of Co-Sale. Subject 10.1 To the extent the Investors do not exercise their respective rights of first refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase all 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 Offered Ordinary Shares proposed to be sold by the Transferring Member multiplied by (ii) a fractionOrdinary Transferor to the transferee identified in the Ordinary Transfer Notice, the numerator Ordinary Transferor shall promptly give a written notice (the “Co-Sale Notice”) thereof to each Investor not exercising its right of which is first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the total number of Units held by such Participating Member and the denominator of which is remaining Offered Ordinary Shares as well as the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”Shares that such Investor may participate in such sale). The Each such Investor not exercising its right of first refusal pursuant to Section 9 shall have the right to participate in such sale by Participating Members to the transferee identified in the Ordinary Transfer Notice of their Membership Interests under this the remaining Offered Ordinary Shares not purchased pursuant to Section 9.5 shall be 9, on the same, or more favorable, terms and conditions as specified in the Ordinary Transfer Notice (subject to Section 17.1 below). Such but in no event less favorable than the terms and conditions offered to the Ordinary Transferor and provided that the Selling Shareholder shall not include the making of any representations and warrantiesbe required, 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 Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, (i) to make any representations or warranties concerning the business, operation or assets of any Group Company, or any other representations or warranties other than as to title and capacity, or (ii) to pay any Company Losses will be allocated amount with respect to any liabilities arising from any representations or warranties made by the Selling Shareholder in excess of such Selling Shareholder’s share of the total consideration paid by the prospective transferee) (and for the same consideration on an as-converted basis) by notifying the Ordinary Transferor in writing within ten (10) days following the date of the Co-Sale Notice (each such electing Investor, also a “Selling Shareholder”). Such Selling Shareholder’s notice to the Ordinary Transferor shall indicate the number of Equity Securities the Selling Members as described Shareholder wishes to sell under its right to participate. To the extent one or more Investors exercise such right of participation in Section 17.1 accordance with the terms and conditions set forth below, the number of Offered Ordinary Shares that the Ordinary Transferor may sell in the Transfer to the prospective transferee identified in the Ordinary Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. Subject to prior compliance with Section 9.49.1, if any to the extent that the Company and the Non-Transferring Member does Members do not timely elect exercise their respective Rights of First Refusal with respect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale any portion 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 9.4, then, each Non-Transferring Member who timely elects to participate in such sale that is not a Purchasing Member (a “Participating Co-Sale Eligible Member”) shall be entitled have the right to sell participate in the sale (the “Right of Co-Sale”) of a portion of its the Transferred Membership Interest which is not being purchased by the Company or the Purchasing Members pursuant to their respective Rights of First Refusal (“Residual Membership Interest”). The portion of the Residual Membership Interest that may be sold collectively by the Co-Sale Eligible Members (“Co-Sale Eligible Residual Membership Interest”) shall equal to a fraction determined by dividing (i) the total number of Units proposed to be sold consisting of the Residual Membership Interest held by the Transferring Member multiplied Co-Sale Eligible Members by (iiB) a fraction, the numerator of which is the total number of Units held by such Participating Member and consisting of the denominator of which is the total number of Units Residual Membership Interest held by the Co-Sale Eligible Members and the Transferring Member and all Participating Members (collectively, the “Selling Members”)Member. The sale by Participating Co-Sale Eligible Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, same terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below)Notice. 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 Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 below.

Right of Co-Sale. Subject In addition to prior compliance with the provisions in Section 9.46.1 above, if any Non-Transferring Member does not timely elect AGA or CLAL proposes to purchase sell its Ordinary Shares in the Transferred Membership Interest Company (i.e. the shares held by it prior to the Closing) (the "Tag Along Shares") prior to the IPO, a third party, it shall first offer each of the Subscribers, in accordance with Section 9.4writing (the "Notice of Sale"), then such Non-Transferring Member may elect to participate in such sale. The Notice of Sale is to specify the sale total number of shares proposed to be sold, the identity of the Transferred Membership Interest pursuant to Section 9.4.5 on buyer and the proposed terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Periodsale. Each Subscriber who wishes to participate, must notify AGA or CLAL, as applicable, in writing (the "Notice of Reply"), within thirty (30) days after receipt of the Notice of Sale, of its election to participate in such Non-Transferring Member who timely elects sale, specifying the number of shares which it wishes to sell in such sale. Each Subscriber shall be entitled to participate in such sale (in 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 shares which shall not exceed the product obtained by multiplying the Transferring Member multiplied aggregate number of shares from the Tag Along Shares offered by (ii) AGA or CLAL, as applicable, by a fraction, the numerator of which is the total number of Units held shares issued to such Subscriber pursuant to the Subscription Agreement which are owned by such Participating Member it at the time it receives the Notice of Sale (subject to adjustments for stock splits, recapitalization, reorganization, etc.), and the denominator of which is the total number of Units held shares owned by all of the Subscribers who participates in the sale, plus the Tag Along Shares owned by AGA or CLAL, as applicable, at that time (subject to adjustments for stock splits, recapitalization, reorganization, etc.) (the "Co-Sale Right"). By sending such Notice of Reply, such Subscriber will be obligated by the Transferring Member terms agreed upon between AGA or CLAL, as applicable, and all Participating Members (collectivelythe buyer, 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)of Sale. Such terms and conditions shall not include the making of Failure by 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 Subscribers to sell deliver the Notice of Reply as aforesaid, or to complete the sale within the time period specified in the Notice of Sale, shall be deemed to be a refusal by such Membership Interest and indemnities directly related theretoSubscriber to exercise its Co-Sale Right. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement No transfer of the prospective transferee(s) Tag Along Shares by AGA or CLAL, as applicable, shall be concluded unless the purchaser thereof concurrently purchases, on the same terms, all of the shares included in the Notices of Reply received by AGA or CLAL, as applicable, provided however that the Subscribers given such Notice of Reply have My complied with the terms of the sale. It is hereby clarified that notwithstanding anything to the participation contrary, upon the transfer 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 Tag Along Shares made in accordance with the provisions of this Section 9.56.2, such shares and the Selling Members transferee thereof 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 Transfer Costs”) (such reasonable expenses will no longer be allocated subject to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowCo-Sale Right.

Right of Co-Sale. Subject In the event of a proposed Transfer of an Interest to prior compliance with a Person who is not a Permitted Transferee, to the extent the Interest proposed to be transferred is not purchased by the LLC pursuant to its right of first refusal described in Section 9.47.7, if any Non-Transferring each other Member does not timely elect to purchase shall have the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect right to participate in the Transfer in the manner set forth in this Section 7.8. Each such nontransferring Member may Transfer to the proposed transferee identified in the Transfer Notice a pro rata share (defined below) of such nontransferring Member's Interest by giving written notice to the Manager and to the transferring Member within the thirty (30) day period specified in Section 7.7(f), which notice shall state that the Member elects to exercise its rights of co-sale under this Section 7.8. A notice of exercise of a Member's right of first refusal under Section 7.7(f) and a notice of exercise of a Member's rights of co-sale hereunder shall be mutually exclusive and the Transferred Membership Interest first such notice given shall be binding and irrevocable. Each nontransferring Member shall be deemed to have waived its right of co-sale hereunder either if it fails to give notice within the prescribed time period or if such Member gives notice exercising its right of first refusal pursuant to Section 9.4.5 on the terms described in 7.7(f). A nontransferring Member's pro rata share for this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration purpose shall equal that portion of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating nontransferring Member”) shall be entitled to sell a portion of its Membership 's Interest equal to (i) the total represented by that number of Units obtained by multiplying the number of Units that are the subject of the proposed to be sold Transfer by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units then held by such Participating Member nontransferring Member, and the denominator of which is the total number of Units then held by all persons entitled to this right of co-sale plus the Transferring number of Units represented by the Interests proposed to be Transferred by the transferring Member. Insofar as possible this right of co-sale shall apply to Units of the same class or classes as the Units subject to the Transfer Notice. If any Member desiring to exercise its rights of co-sale hereunder does not have a sufficient number of Units of the same class as the Units subject to the Transfer Notice, such Member may substitute Units of another class so long as such class ranks senior in liquidation to the class of Units subject to the Transfer Notice. In the event the proposed Transfer is of Class B Units and all Participating Members (collectivelya Person wishing to exercise its rights of co-sale hereunder does not have sufficient Class B Units, the “Selling Members”). The sale by Participating Members but has Class A Units, such Person may convert a sufficient portion of their Membership Interests under this Section 9.5 shall be such Class A Units into Class B Units on the same, or more favorable, terms and conditions same basis as specified in the Transfer Notice (subject case of a Common Stock Corporate Conversion so as to Section 17.1 below). Such terms and conditions shall not include the making enable such Person to exercise its rights of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title co-sale without surrendering such Person's accrued Preferred Return as of the Membership Interest being sold date of such conversion or the Preferred Return which shall accrue on such Person's remaining Class A Units (and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain on any remaining accrued Preferred Return) after the agreement exercise of the prospective transferee(s) to the participation rights 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 Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowco-sale.