Right of Participation in Sales. (a) If at any time CCIC Member wishes to sell all or any portion of the CCIC HoldCo Interest to any person or entity other than BAM or any Affiliate of CCIC Member (the "CCIC HoldCo Interest Purchaser"), BAM shall have the right to offer for sale to the CCIC HoldCo Interest Purchaser, as a condition of such sale by CCIC Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Member, the same proportion of the BAM HoldCo Interest as the proposed sale represents with respect to the CCIC HoldCo Interest. BAM shall notify CCIC Member of such intention as soon as practicable after receipt of the CCIC Offer made pursuant to Section 8.3, and in all events within thirty (30) days after receipt thereof. In the event that BAM elects to participate in such sale by CCIC Member, BAM shall communicate such election to CCIC Member, which communication shall be delivered in accordance with Section 11.5. CCIC Member and BAM shall sell to the CCIC HoldCo Interest Purchaser the CCIC HoldCo Interest proposed to be sold by CCIC Member and the BAM HoldCo Interest proposed to be sold by BAM, at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC HoldCo Interest Purchaser than those in the CCIC Offer provided by CCIC Member under Section 8.3 above; provided, however, that any purchase of less than all of the CCIC HoldCo Interest and the BAM HoldCo Interest by the CCIC HoldCo Interest Purchaser shall be made from CCIC Member and BAM pro rata based upon the amount offered to be sold by each. Any portion of the CCIC HoldCo Interest and the BAM HoldCo Interest sold pursuant to this Section 8.5(a) shall no longer be subject to the restrictions imposed by Sections 8.3 or 8.4 of this Operating Agreement or entitled to the benefit of this Section 8.5(a).
Right of Participation in Sales. (a) If at any time a Stockholder desires to sell any Shares owned by him to a Proposed Transferee, and those Shares to be transferred have not been purchased by the Company or other Stockholders under Section 2.2, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Stockholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Stockholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders wishing to participate in any sale under this Section 2.3.
Right of Participation in Sales. (a) If at any time any Non-Investor Shareholder, other than ADC, desires to sell all or any part of the Shares owned by him, her or it to any third party and those Shares to be transferred have not been purchased by the Investors under Section 3, each Investor, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (collectively, for the purposes of this Agreement, the "Principal Shareholders") shall have the right to sell to the third party, as a condition to such sale by the Selling Non-Investor Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Non-Investor Shareholder, a pro rata portion of --- ---- the amount of Shares proposed to be sold to the third party. The "pro rata --- ---- portion" of Shares which any Principal Shareholder shall be entitled to sell to the third party shall be that number of Shares as shall equal the number of Shares proposed to be sold to the third party multiplied by a fraction, the numerator of which is the aggregate of all Ordinary Shares which the Principal Shareholder wishing to participate in the sale then holds or has the right to acquire upon conversion of the Series A Preferred Shares or the Series B Preferred Shares then held by such Principal Shareholder, and the denominator of which is the aggregate of all Ordinary Shares which are held by, or issuable to, upon conversion of the Series A Preferred Shares or the Series B Preferred Shares held by, all Principal Shareholders wishing to participate in any sale under this Section 4, including the Selling Non-Investor Shareholder; provided, however that until October 6, 2001, the number of Shares that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx shall be entitled to sell to such third party shall be subject to reduction by the same amount of the increase in the number of Shares that ADC may sell to such third party such that upon any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by it); provided, further, that in no event shall the pro rata portion of Shares of any Principal Shareholder, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject to any such reduction.
Right of Participation in Sales. (a) If at any time the Seller desires to Transfer all or any part of the Equity Securities owned by the Seller to any Person other than one or more of the Holders (the "Buyer"), each of the Holders shall, except as provided below, have the right to sell to the Buyer, as a condition to such sale by the Seller, at the same price per share and on the same terms and conditions as involved in such sale by the Seller, the same percentage of the shares of Common Stock (on an as converted basis) owned by such Holder as the shares of Common Stock (on an as converted basis) to be sold by the Seller to the Buyer represents with respect to the shares of Common Stock (on an as converted basis) owned by the Seller immediately prior to the sale of any of the Seller's shares of Equity Securities to the Buyer. The parties acknowledge and agree that any Transfer described in the second sentence of Section 3.3(a) or in Section 3.4 or which, pursuant to the terms of Section 3.5(a) is not the subject of an Offer, shall not be subject to the terms of this Section.
Right of Participation in Sales. Subject to Section 2.6 hereof, each Preferred Investor that has elected not to exercise its right of first refusal pursuant to Section 2.3 hereof with respect to such Offered Securities (each a “Non-Exercising Preferred Investor”), shall have the right (the “Co-Sale Right”) to sell to the Third Party Purchaser, at the same price per share and on the same terms and conditions set forth in the Offer, a portion of the Securities to be sold to the Third Party Purchaser that is less than or equal to the quotient obtained by dividing (a) the total number of shares of Common Stock issued or issuable to such Non-Exercising Preferred Investor upon the conversion of the shares of Preferred Stock issued to such Non-Exercising Preferred Investor by (b) the sum of (i) the total number of shares of Common Stock issued or issuable to all Non-Exercising Preferred Investors upon the conversion of the shares of Preferred Stock issued to all such Non-Exercising Preferred Investors plus (ii) the total number of shares of Common Stock included in the Co-Sale Securities or which may be obtained upon conversion, exchange or exercise of the Co-Sale Securities. To the extent a Non-Exercising Preferred Investor exercises its Co-Sale Right in accordance with this Article 3, the amount of Co-Sale Securities which the Offering Investor may sell to such Third Party Purchaser shall be correspondingly reduced.
Right of Participation in Sales. (a)If at any time a Group (a "Transferor Group") desires to sell twenty five percent (25%) or more of the Shares owned by it to a third party (a "Proposed Transferee"), and those Shares were permitted to be transferred pursuant to the provisions of Section 5.6(b) hereof and have not been purchased by the Company or the other Shareholders pursuant to Section 5.6(b) hereof, each of the other Shareholders (other than those who have elected to purchase Shares pursuant to Section 5.6(b) hereof) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Transferor Group, at the same price per share and on the same terms and conditions as involved in such sale by the Transferor Group, a pro rata portion of the amount of Shares proposed to be sold to the Transferor Transferee. The "pro rata portion" of Shares which a Shareholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all Shares which are then held by the Shareholder, and the denominator of which is the aggregate of all Shares which are then held by the Transferor Group and all other Shareholders wishing to participate in any sale under this Section 5.8.
Right of Participation in Sales. (a) If at any time a Stockholder desires to sell all or any portion of the Shares (other than Unvested Shares) owned by him to any person or entity (the "Purchaser"), each of the other Stockholders shall have the right to sell to the Purchaser, as a condition to such sale by the selling Stockholder, at the same price per share and on the same terms and Conditions as involved in such sale by the selling Stockholder, the same percentage of the Shares (other than Unvested Shares) owned by such other Stockholder as the Shares (other than Unvested Shares) to be sold by the selling Stockholder to the Purchaser represents with respect to the Shares (other than Unvested Shares) owned by the selling Stockholder immediately prior to the sale of any of his Shares (other than Unvested Shares) to the Purchaser.
Right of Participation in Sales. (i) If at any time the Optionee desires to sell for cash any part of the Option Stock owned by him to any person or entity other than one or more of the Purchasers (a “Buyer”), each of the Purchasers shall have the right to sell to the Buyer, as a condition to such sale by the Optionee, at the same price per share and on the same terms and conditions as involved in such sale by the Optionee, the same percentage of the Stock owned by such Purchaser as the Option Stock to be sold by the Optionee to the Buyer represents with respect to the Stock owned by the Optionee immediately prior to the sale of any of his Option Stock to the Buyer.
Right of Participation in Sales. (a) If at any time the Stockholder desires to sell for cash all or any part of the Shares owned by him to any person or entity other than one or more of the Investors (the "Non- Investor Purchaser"), each of the Stockholders shall have the right to sell to the Non-Investor Purchaser, as a condition to such sale by the Stockholder, at the same price per share and on the same terms and conditions as involved in such sale by the Stockholder, the same percentage as the Shares owned by such Investor as the Shares to be sold by the Stockholder to the Non-Investor Purchaser represents with respect to the Shares owned by the Stockholder immediately prior to the sale of any of his Shares to the Non-Investor Purchaser.
Right of Participation in Sales. (a) If at any time following compliance with the provisions of Section 3 (if applicable), any Selling Management Shareholder desires to transfer all or any part of the Shares owned by him or it to any third party (not including the Company), then each Other Shareholder (other than those who have elected to purchase Shares pursuant to Section 3) shall have the right to sell to the third party, as a condition to such sale by the Selling Management Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Management Shareholder, a pro rata portion of the amount of --- ---- Shares proposed to be sold to the third party; provided, however, that such -------- ------- right shall not apply to any sale or transfer by a Management Shareholder to the Company. The "pro rata portion" of Shares which the Other Shareholder shall be --- ---- entitled to sell to the third party shall be that number of Shares as shall equal the number of Shares proposed to be sold to the third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock which are then held by the Other Shareholder wishing to participate in the sale or issuable upon exercise of Warrants held by such Other Shareholder, and the denominator of which is the aggregate of all shares of Common Stock which are then held by all Other Shareholders wishing to participate in any sale under this Section 4 or issuable upon exercise of Warrants held by such Other Shareholders, including the Selling Management Shareholder.
