Common use of Put Right Clause in Contracts

Put Right. If a Seller Transfers any Stock in contravention of the Company’s and the Investors’ right of co-sale under Section 1.6 (a “Prohibited Transfer”), or if the proposed Transferee of Transfer Shares desires to purchase a class, series, or type of stock offered by the Seller and not held by an Investor, or is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (a) the consummation of the Transfer pursuant to Section 1.6 or (b) the date on which an Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transfer, require such Seller to purchase from the Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer, a number of shares of Stock (of the same class or type as transferred in the Prohibited Transfer if such Investor then owns Stock of such class or type; otherwise of Stock having as close to the same economic consequences of ownership as is possible) having a purchase price equal to the aggregate purchase price the Investor would have received in the closing of such Prohibited Transfer if such Investor had been able to exercise its right of co-sale with respect to such Prohibited Transfer. The closing of such sale to the Seller shall occur within thirty (30) days after the date of such Investor’s Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1.

Put Right. If a Seller Transfers Selling Shareholder transfers any Stock in contravention of the Companyan Investor’s and the Investors’ right Right of coCo-sale Sale under Section 1.6 this Agreement (a “Prohibited Transfer”), or if an Incomplete Co-Sale occurs and the proposed Transferee provisions of Transfer Shares desires Section 4.3 hereof apply, the relevant Investor may require such Selling Shareholder to purchase a from such Investor, for cash or such other consideration as the Selling Shareholder received in the Prohibited Transfer or Incomplete Co-Sale, that number of shares of Stock (of the same class, series, series or type of stock offered by as transferred in the Seller and not held by an InvestorProhibited Transfer or Incomplete Co-Sale, or is unwilling to purchase any Stock from an Investor, if such Investor maythen owns Stock of such class, series or type, and otherwise of Common Stock) having a purchase price equal to the aggregate purchase price such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to consummate such Investor’s Right of Co-Sale with respect thereto (the Investor’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to such Seller the Selling Shareholder and the Company (a “Put Notice”) within ten (10) days after the later of (a) the consummation of the Transfer pursuant to Section 1.6 or (b) the date on which an Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transfer, require such Seller to purchase from the Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer, a number of shares of Stock (of the same class or type as transferred in the Prohibited Transfer if such Investor then owns Stock of such class or type; otherwise of Stock having as close to the same economic consequences of ownership as is possible) having a purchase price equal to the aggregate purchase price the Investor would have received in the closing of such Prohibited Transfer if such Investor had been able to exercise its right of coIncomplete Co-sale with respect to such Prohibited TransferSale. The closing of such sale to the Seller shall Selling Shareholder under such Investor’s Put Right will occur within thirty seven (307) days after the date of such Investor’s Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1Notice.

Put Right. If a Seller Transfers Selling Shareholder transfers any Stock in contravention of the Companyan Investor’s and the Investors’ right Right of coCo-sale Sale under Section 1.6 this Agreement (a “Prohibited Transfer”), or if an Incomplete Co-Sale occurs and the proposed Transferee provisions of Transfer Shares desires Section 5 hereof apply, the relevant Investor may require such Selling Shareholder to purchase a from such Investor, for cash or such other consideration as the Selling Shareholder received in the Prohibited Transfer or Incomplete Co-Sale, that number of shares of Stock (of the same class, series, series or type of stock offered by as transferred in the Seller and not held by an InvestorProhibited Transfer or Incomplete Co-Sale, or is unwilling to purchase any Stock from an Investor, if such Investor maythen owns Stock of such class, series or type, and otherwise of Common Stock) having a purchase price equal to the aggregate purchase price such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to consummate such Investor’s Right of Co-Sale with respect thereto (the Shareholder’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to such Seller the Selling Shareholder and the Company (a “Put Notice”) within ten (10) days after the later of (a) the consummation of the Transfer pursuant to Section 1.6 or (b) the date on which an such Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transfer, require such Seller to purchase from the Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer, a number of shares of Stock (of the same class or type as transferred in the Prohibited Transfer if such Investor then owns Stock of such class or type; otherwise of Stock having as close to the same economic consequences of ownership as is possible) having a purchase price equal to the aggregate purchase price the Investor would have received in the closing of such Prohibited Transfer if such Investor had been able to exercise its right of coIncomplete Co-sale with respect to such Prohibited TransferSale. The closing of such sale to the Seller shall Selling Shareholder under such Investor’s Put Right will occur within thirty seven (307) days after the date of such InvestorShareholder’s Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1Notice.

Put Right. If a Seller Transfers Founder transfers any Stock in contravention of the Company’s and the Investors’ right Purchaser's Right of coCo-sale Sale under Section 1.6 this Agreement (a “"Prohibited Transfer”"), or if the proposed Transferee transferee of Transfer Shares Offered Stock desires to purchase a only the class, series, series or type of stock offered by the Seller and not held by an Investor, a Founder or is unwilling to purchase any Stock from an Investorthe Purchaser and the provisions of Section 5 hereof apply, such Investor the Purchaser may, by delivery of written notice to such Seller the Founder (a “"Put Notice”") within ten (10) days after the later of (ai) the consummation of the Transfer pursuant to Section 1.6 Closing as defined in Subsection 4(b) above, or (bii) the date on which an Investor the Purchaser becomes aware of the Prohibited Transfer or the terms of such Prohibited Transferthereof, require such Seller the Founder to purchase from the Investor, Purchaser for cash or such other consideration as the Seller Founder received in the Prohibited Transfer, a Transfer or at the Closing that number of shares of Stock (of the same class class, series or type as transferred in the Prohibited Transfer or at the Closing if such Investor the Purchaser then owns Stock of such class class, series or type; otherwise of Stock having as close to the same economic consequences of ownership as is possibleCommon Stock) having a purchase price equal to the aggregate purchase price the Investor Purchaser would have received in the closing of such Prohibited Transfer if such Investor the Purchaser had been able elected to exercise its right of coCo-sale Sale with respect thereto or in the Closing if the proposed transferee had been willing to such Prohibited Transferpurchase the Stock of the Purchaser. The closing of such sale to the Seller shall Founder will occur within thirty seven (307) days after the date of such Investor’s the Purchaser's Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1Founder.

Put Right. If a Seller Transfers any Stock in contravention of the Company’s and the Investors’ right ' Right of coCo-sale Sale under Section 1.6 this Agreement (a “Prohibited Transfer”"PROHIBITED TRANSFER"), or if the proposed Proposed Transferee of Transfer Offered Shares desires to purchase a class, series, series or type of stock Stock offered by the Seller and but not held by an Investor, Investor or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a “Put Notice”"PUT NOTICE") within ten (10) days Business Days after the later of (ai) the consummation of the Transfer pursuant to Section 1.6 Closing, or (bii) the date on which an such Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transferthereof, require such Seller to purchase from the such Investor, for cash or such other consideration as the Seller received in the Prohibited TransferTransfer or at the Closing, a number of shares of Stock Selling Investor Shares (of the same class or type as transferred Transferred in the Prohibited Transfer or at the Closing if such Investor then owns Stock of such class or type; otherwise of Stock having as close to the same economic consequences of ownership as is possiblepreferred stock or common stock) having a purchase price equal to the aggregate purchase price that the Investor would have received in the closing of such Prohibited Transfer if such Investor had been able elected to exercise its right Right of coCo-sale Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to such Prohibited Transferpurchase the Selling Investor Shares of the Investor. The closing of such sale to the Seller shall will occur within thirty ten (3010) days after the date of such Investor’s 's Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1.

Put Right. If a Seller Transfers Crane transfers any Stock in contravention of the Company’s and the Investors’ right --------- Purchasers' Right of coCo-sale Sale under Section 1.6 this Agreement (a “"Prohibited Transfer”"), or if the proposed Transferee transferee of Transfer Shares Offered Stock desires to purchase a only the class, series, series or type of stock offered by the Seller and not held by an Investor, Crane or is unwilling to purchase any Stock from an Investorthe Purchaser and the provisions of Section 5 hereof apply, such Investor the Purchaser may, by delivery of written notice to such Seller Crane (a “"Put Notice”") within ten (10) days after the later of (ai) the consummation of the Transfer pursuant to Section 1.6 Closing as defined in Subsection 4(b) above, or (bii) the date on which an Investor the Purchaser becomes aware of the Prohibited Transfer or the terms of such Prohibited Transfer, thereof require such Seller Crane to purchase from the Investor, Purchaser for cash or such other consideration as the Seller Crane received in the Prohibited Transfer, a Transfer or at the Closing that number of shares of Stock (of the same class class, series or type as transferred in the Prohibited Transfer or at the Closing if such Investor the Purchaser then owns Stock of such class class, series or type; otherwise of Stock having as close to the same economic consequences of ownership as is possibleCommon Stock) having a purchase price equal to the aggregate purchase price the Investor Purchaser would have received in the closing of such Prohibited Transfer if such Investor the Purchaser had been able elected to exercise its right of coCo-sale Sale with respect thereto or in the Closing if the proposed transferee had been willing to such Prohibited Transferpurchase the Stock of the Purchaser. The closing of such sale to the Seller shall Crane will occur within thirty seven (307) days after the date of such Investor’s the Purchaser's Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1Crane.

Put Right. If a Seller Transfers any Stock in contravention of the Company’s and the Investors’ right Right of coCo-sale Sale under Section 1.6 this Agreement (a “Prohibited Transfer”), or if the proposed Transferee of Transfer Shares Offered Stock desires to purchase a class, series, series or type of stock offered by the Seller Seller, and an Investor exercising the Right of Co-Sale does not held by an Investorhold any shares of such class, series or type, or any other security convertible at the Investor’s option into shares of such series class or type, or the proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (ai) the consummation of the Transfer pursuant to Section 1.6 Closing as defined in subsection 4(a) above, or (bii) the date on which an such Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transferthereof, require such Seller to purchase from the such Investor, for cash or such other consideration as the Seller received in the Prohibited TransferTransfer or at the Closing, a number of shares of Stock (of the same class or type as transferred in the Prohibited Transfer or at the Closing if such Investor then owns Stock of such class or type; otherwise of Preferred Stock having as close to or Common Stock at the same economic consequences election of ownership as is possiblethe Investor) having a purchase price equal to the aggregate purchase price the Investor would have received in the closing of such Prohibited Transfer if such Investor had been able elected to exercise its right Right of coCo-sale Sale with respect thereto or in the Closing if the Transferee had been willing to such Prohibited Transferpurchase the Stock of the Investor. The closing of such sale to the Seller shall will occur within thirty ten (3010) days after the date of such Investor’s Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1.

Put Right. If a Seller Transfers any Stock in contravention of the Company’s and the Eligible Investors’ right Right of coCo-sale Sale under Section 1.6 this Agreement (a “Prohibited Transfer”), or if the proposed Proposed Transferee of Transfer Shares Offered Stock desires to purchase a class, series, series or type of stock offered by the Seller and but not held by an Investor, Eligible Investor or the Proposed Transferee is unwilling to purchase any Stock from an Eligible Investor, such Eligible Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (a) the consummation of the Transfer pursuant to Closing as defined in Section 1.6 4.1, or (b) the date on which an such Eligible Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transferthereof, require such Seller to purchase from the such Eligible Investor, for cash or such other consideration as the Seller received in the Prohibited TransferTransfer or at the Closing, a number of shares of Stock (of the same class or type as transferred Transferred in the Prohibited Transfer or at the Closing if such Eligible Investor then owns Stock of such class or type; otherwise of Preferred Stock having as close to the same economic consequences of ownership as is possibleor Common Stock) having a purchase price equal to the aggregate purchase price that the Eligible Investor would have received in the closing of such Prohibited Transfer if such Eligible Investor had been able elected to exercise its right Right of coCo-sale Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to such Prohibited Transferpurchase the Stock of the Eligible Investor. The closing of such sale to the Seller shall will occur within thirty ten (3010) days after the date of such Eligible Investor’s Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1.

Put Right. If a Seller Transfers Selling Stockholder transfers any Stock in contravention of the Company’s and the Investors’ right an Investor's Right of coCo-sale Sale under Section 1.6 this Agreement (a “"Prohibited Transfer”"), or if an Incomplete Co-Sale occurs and the proposed Transferee provisions of Transfer Shares desires to purchase a classSection 4 hereof apply, series, or type of stock offered by the Seller and not held by an Investor, or is unwilling to purchase any Stock from an Investor, such relevant Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (a) the consummation of the Transfer pursuant to Section 1.6 or (b) the date on which an Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transfer, may require such Seller Selling Stockholder to purchase from the such Investor, for cash or such other consideration as the Seller Selling Stockholder received in the Prohibited TransferTransfer or Incomplete Co-Sale, a that number of shares of Stock (of the same class class, series or type as transferred in the Prohibited Transfer or Incomplete Co-Sale, if such Investor then owns Stock of such class class, series or type; , and otherwise of Common Stock having as close to the same economic consequences of ownership as is possibleor Series A Stock) having a purchase price equal to the aggregate purchase price the such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to exercise its right consummate such Investor's Right of coCo-sale Sale with respect thereto (the Investor's "Put Right"). An Investor may exercise such Investor's Put Right by delivery of written notice to the Selling Stockholder and the Company (a "Put Notice") within thirty (30) days after such Investor becomes aware of the Prohibited TransferTransfer or Incomplete Co-Sale. The closing of such sale to the Seller shall Selling Stockholder under such Investor's Put Right will occur within thirty seven (307) days after the date of such Investor’s 's Put Notice to such Seller. If a Seller Transfers any Stock in contravention (or, at the option of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each an Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.15.2 in the case of an Incomplete Co-Sale, at the closing of the Incomplete Co-Sale).

Put Right. If a Seller Transfers Common Stock Holder transfers any Stock Shares in contravention of the Company’s and the Investors’ right of co-sale under Section 1.6 rights hereunder (a “Prohibited Transfer”), or if the proposed Transferee transferee of Transfer Offered Shares desires to purchase a class, series, or type of stock offered by the Seller and not held by an Investor, or is unwilling to purchase any Stock Shares from an Investorthe Exercising Shareholder, such Investor the Exercising Shareholder may, by delivery of written notice to such Seller the Common Stock Holder (a “Put Notice”) within ten fifteen (1015) days after the later of (ai) the consummation of the Transfer pursuant to Section 1.6 Closing as defined in Subsection 4(b) above, or (bii) the date on which an Investor the Exercising Shareholder becomes aware of the Prohibited Transfer or the terms of such Prohibited Transferthereof, require such Seller the Common Stock Holder to purchase from the Investor, Exercising Shareholder for cash or such other consideration as the Seller Common Stock Holder received in the Prohibited Transfer, a Transfer or at the Closing that number of shares of Stock Shares (of the same class class, series or type as transferred in the Prohibited Transfer or at the Closing if such Investor the Exercising Shareholder then owns Stock Shares of such class class, series or type; otherwise of Stock having as close to the same economic consequences of ownership as is possibleCommon Stock) having a purchase price equal to the aggregate purchase price the Investor Exercising Shareholder would have received in the closing Closing of such Prohibited Transfer if such Investor the Exercising Shareholder had been able elected to exercise its right Right of coFirst Refusal or Right of Co-sale Sale with respect thereto or in the Closing if the proposed transferee had been willing to such Prohibited Transferpurchase the Shares of the Exercising Shareholder. The closing of such sale to the Seller shall Common Stock Holder will occur within thirty seven (307) days after the date of such Investorthe Exercising Shareholder’s Put Notice to such Seller. If a Seller Transfers any the Common Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1Holder.

Put Right. If a Seller Transfers Founder transfers any Stock in contravention of the Company’s and the Investors’ right an --------- Investor's Right of coCo-sale Sale under Section 1.6 this Agreement (a “"Prohibited Transfer”"), or -------------------- if the proposed Transferee transferee of Transfer Shares Offered Stock desires to purchase a only the class, series, series or type of stock offered by a Founder and the Seller and Investor does not have a right to convert securities held by an Investorsuch Investor into such class, series or is unwilling to purchase any Stock from an Investortype, such Investor may, by delivery of written notice to such Seller the Founder (a “"Put --- Notice”") within ten (10) days after the later of (ai) the consummation of the Transfer pursuant to Section 1.6 Closing as defined in Subsection ------ 3(b) above or (bii) the date on which an such Investor becomes aware of the Prohibited Transfer or the terms of such Prohibited Transferthereof, require such Seller the Founder to purchase from the Investor, such Investor for cash or such other consideration as the Seller Founder received in the Prohibited Transfer, a Transfer or at the Closing that number of shares of Stock (of the same class class, series or type as transferred in the Prohibited Transfer if or at the Closing, provided such Investor then owns Stock of such class class, series or type; otherwise of Stock having as close to the same economic consequences of ownership as is possibleCommon Stock) having a purchase price equal to the aggregate purchase price the such Investor would have received in the closing of such Prohibited Transfer if such Investor had been able to exercise exercised its right of coCo-sale Sale with respect thereto or in the Closing if the proposed transferee had been willing to purchase the Stock of such Prohibited TransferInvestor. The closing of such sale to the Seller shall Founder will occur within thirty seven (307) days after the date of such Investor’s the Put Notice to such Seller. If a Seller Transfers any Stock in contravention of the Company’s and the Investor’s right of co-sale undo this Section 1.6, the Seller shall reimburse each Investor exercising or attempting to exercise this put right for reasonable fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Investor’s rights under this Section 2.1Founder.