Common use of Right of Co-Sale Clause in Contracts

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.

Appears in 5 contracts

Samples: Shareholders’ Agreement, Series D Preferred Share Purchase Agreement (Momo Inc.), Shareholders’ Agreement (Momo Inc.)

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Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are to be sold to a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), each Eligible Holder who that has not exercised its rights under Section 6.2 6.2(b) (each, a each an “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) 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 expiration of the Eligible Holders’ ROFR Exercise Period 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 the Right of Co-Sale.

Appears in 3 contracts

Samples: Adherence Agreement (Burning Rock Biotech LTD), Adherence Agreement (Burning Rock Biotech LTD), Adherence Agreement (Burning Rock Biotech LTD)

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Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer by any Restricted Shareholder pursuant to Section 6.1 are not purchased pursuant to Section 6.2 6.1(a) above (the “Co-Sale Eligible Shares”)and thereafter are to be sold to a Prospective Transferee, each Eligible Holder who respective Investor that has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) Right of First Refusal may elect to exercise its right of co-sale (a “Right of Co-Sale”) Sale and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer NoticeNotice (each such Investor, a “Co-Sale Exercising Investor”). To exercise its Right of Co-Sale, Sale the Co-Sale Eligible Holder Investor must give the Transferor and the Company selling Restricted Shareholder written notice to that effect within fifteen (15) calendar days after receipt of the Confirmation Notice as provided in Section 6.1(d) (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 Investors shall be deemed to have effectively exercised its respective the Right of Co-Sale.

Appears in 1 contract

Samples: Shareholders’ Agreement (Tarena International, Inc.)

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