CO-SALE AGREEMENT 〔标准合同模板〕
甲方： ****公司或者个人
乙方： ****公司或者个人
签订日期：
签订地点：卸妆油哪个好
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CO-SALE AGREEMENT
This Co-Sale Agreement (this ’Agreement’) is made and entered into as of _________,_________,_________(M/D/Y) by and between AAA USA, Inc., a _________(PLACENAME) corporation (the ’Company’), (ii) BBB, Inc. (’BBB’) and (iii) CCC(sb) (’CCC(sb)’).徐立华
A. Concurrently herewith, BBB and the Company are entering into that certain Agreement, dated as of t
he date hereof (the ’Principal Agreement;’capitalized terms ud herein and not otherwi defined shall have the meanings defined in the Principal Agreement), pursuant to which, among other things, BBB will acquire shares of Common Stock and Warrants in consideration of the licen by BBB of the BBB Logos and the BBB Content and provision by BBB of certain broadcast advertising and promotion.
B. To induce BBB to enter into the Principal Agreement, CCC(sb) has agreed to enter into this Agreement and offer BBB the opportunity to participate in certain sales of his shares of Common Stock of the Company.
NOW THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:
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开言英语1. RIGHT OF CO-SALE.
1.1 Notice of Sales. In the event CCC(sb) propos to accept one or more bona fide offers (collectively, the ’Purcha Offer’) from any persons to purcha from him shares of the Common St
ock of the Company, he promptly shall give written notice (the ’Notice’) to BBB describing fully the Purcha Offer, including the number of shares of Common Stock propod to be transferred (the ’Shares’), the propod bona fide transfer price and the name and address of the propod transferee. The Notice may be included as a part of any notice required to be given by CCC(sb) under Article Eight, Section 1 of the Company’s Bylaws.
surpri是什么意思1.2 Participation Right. To the e*tent that the Company and other stockholders of the Company have not e*ercid their respective rights of first refusal to purcha the Shares in accordance with Article Eight of the Company’s Bylaws, BBB shall have the right (the ’Participation Right’) to participate in CCC(sb)’s sale of the Shares under the terms and conditions specified in the Purcha Offer. To the e*tent BBB e*ercis its Participation Rights, the number of Shares which CCC(sb) may ll pursuant to the Purcha Offer shall be correspondingly reduced. The Participation Right of BBB is subject to the following terms
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2012四川理综
and conditions:
(a) Number of Shares. BBB may ll its Pro Rata Share of the Shares covered by the Purcha Offe
equipoi
r. BBB’s ’Pro Rata Share’for purpos of this Agreement is that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Purcha Offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of Common Stock at the time owned by BBB and thedenominator of which is the aggregate number of shares of Common Stock at the time outstanding, assuming conversion of all outstanding preferred stock of the Company and the e*erci of all options and warrants then outstanding.
(b) E*erci Notice. If BBB desires to e*erci its Participation Rights, BBB shall provide CCC(sb), within thirty days after BBB’s receipt of the Notice, a written notice of such election (’E*erci Notice’) specifying the number of shares of Common Stock that BBB elects to ll pursuant to the Participation Rights. Each E*erci Notice shall be irrevocable, unless otherwi connted to by CCC(sb).
(c) Delivery of Certificates. BBB shall effect its participation in the sale by delivering to the Company promptly
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following e*erci of its Participation Right, for delivery to the purchar of the Shares at the closing
of the transaction contemplated by the Purcha Offer, one or more certificates, properly endord for transfer, reprenting the number of shares of Common Stock which BBB has elected to ll pursuant to the Participation Rights.
(d) Transfer of Shares. The stock certificate or certificates which BBB delivers to the Company pursuant to Section 1.2(c) shall be delivered by the Company to the purchar under the Purcha offer at the closing of the transaction contemplated by the Purcha Offer; and the Company shall receive on behalf of, and promptly remit to BBB, that portion of the sale proceeds which BBB is entitled to receive by reason of its participation in the sale.
如月カレン
syne(e) Closing. Whether or not BBB e*ercis its Participation Rights, the closing of the sale of the Shares subject to the Purcha Offer shall take place not later than one hundred twenty (120) days following the date the Notice was first delivered to BBB. At the closing, CCC(sb) may ll any Shares subject to the Purcha Offer as to which BBB has not e*ercid its Participation Rights; and, if BBB has e*ercid its Participation Rights, the consummation of such sale shall be subject to the sale by BBB at
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