{"id":43795,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-sale-agreement-sportsline-usa-inc-cbs-inc-and-michael.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-sale-agreement-sportsline-usa-inc-cbs-inc-and-michael","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/co-sale-agreement-sportsline-usa-inc-cbs-inc-and-michael.html","title":{"rendered":"Co-Sale Agreement &#8211; SportsLine USA Inc., CBS Inc. and Michael Levy"},"content":{"rendered":"<pre>                               CO-SALE AGREEMENT\n\n\n     This Co-Sale Agreement (this \"Agreement\") is made and entered into as of\nMarch 5, 1997 by and between SportsLine USA, Inc., a Delaware corporation (the\n\"Company\"), (ii) CBS, Inc. (\"CBS\") and (iii) Michael Levy (\"Levy\").\n\n                                R E C I T A L S\n\n     A.  Concurrently herewith, CBS and the Company are entering into that\ncertain Agreement, dated as of the date hereof (the \"Principal Agreement;\"\ncapitalized terms used herein and not otherwise defined shall have the meanings\ndefined in the Principal Agreement), pursuant to which, among other things, CBS\nwill acquire shares of Common Stock and Warrants in consideration of the\nlicense by CBS of the CBS Logos and the CBS Content and provision by CBS of\ncertain broadcast advertising and promotion.\n\n     B.  To induce CBS to enter into the Principal Agreement, Levy has agreed\nto enter into this Agreement and offer CBS the opportunity to participate in\ncertain sales of his shares of Common Stock of the Company.\n\n     NOW THEREFORE, in consideration of the above recitals and the mutual\ncovenants made herein, the parties hereby agree as follows:\n\n1.  RIGHT OF CO-SALE.\n\n     1.1  Notice of Sales. In the event Levy proposes to accept one or more\nbona fide offers (collectively, the \"Purchase Offer\") from any persons to\npurchase from him shares of the Common Stock of the Company, he promptly shall\ngive written notice (the \"Notice\") to CBS describing fully the Purchase Offer,\nincluding the number of shares of Common Stock proposed to be transferred (the\n\"Shares\"), the proposed bona fide transfer price and the name and address of\nthe proposed transferee. The Notice may be included as a part of any notice\nrequired to be given by Levy under Article Eight, Section 1 of the Company's\nBylaws.\n\n     1.2  Participation Right. To the extent that the Company and other\nstockholders of the Company have not exercised their respective rights of first\nrefusal to purchase the Shares in accordance with Article Eight of the\nCompany's Bylaws, CBS shall have the right (the \"Participation Right\") to\nparticipate in Levy's sale of the Shares under the terms and conditions\nspecified in the Purchase Offer. To the extent CBS exercises its Participation\nRights, the number of Shares which Levy may sell pursuant to the Purchase Offer\nshall be correspondingly reduced. The Participation Right of CBS is subject to\nthe following terms and conditions:\n\n          (a)  Number of Shares. CBS may sell its Pro Rata Share of the Shares\ncovered by the Purchase Offer. CBS's \"Pro Rata Share\" for purposes of this\nAgreement is that number of shares of Common Stock equal to the product obtained\nby multiplying (i) the aggregate number of Shares covered by the Purchase\nOffer, times (ii) a fraction, the numerator of which is the sum of the number\nof shares of Common Stock at the time owned by CBS and the \n\ndenominator of which is the aggregate number of shares of Common Stock at the\ntime outstanding, assuming conversion of all outstanding preferred stock of the\nCompany and the exercise of all options and warrants then outstanding.\n\n          (b)  Exercise Notice. If CBS desires to exercise its Participation\nRights, CBS shall provide Levy, within thirty (30) days after CBS's receipt of\nthe Notice, a written notice of such election (\"Exercise Notice\") specifying\nthe number of shares of Common Stock that CBS elects to sell pursuant to the\nParticipation Rights. Each Exercise Notice shall be irrevocable, unless\notherwise consented to by Levy.\n\n          (c)  Delivery of Certificates. CBS shall effect its participation in\nthe sale by delivering to the Company promptly following exercise of its\nParticipation Right, for delivery to the purchaser of the Shares at the closing\nof the transaction contemplated by the Purchase Offer, one or more\ncertificates, properly endorsed for transfer, representing the number of shares\nof Common Stock which CBS has elected to sell pursuant to the Participation\nRights.\n\n          (d)  Transfer of Shares. The stock certificate or certificates which\nCBS delivers to the Company pursuant to Section 1.2(c) shall be delivered by\nthe Company to the purchaser under the Purchase offer at the closing of the\ntransaction contemplated by the Purchase Offer; and the Company shall receive\non behalf of, and promptly remit to CBS, that portion of the sale proceeds\nwhich CBS is entitled to receive by reason of its participation in the sale.\n\n          (e)  Closing. Whether or not CBS exercises its Participation Rights,\nthe closing of the sale of the Shares subject to the Purchase Offer shall take\nplace not later than one hundred twenty (120) days following the date the Notice\nwas first delivered to CBS. At the closing, Levy may sell any Shares subject to\nthe Purchase Offer as to which CBS has not exercised its Participation Rights;\nand, if CBS has exercised its Participation Rights, the consummation of such\nsale shall be subject to the sale by CBS at the closing of all shares of Common\nStock which CBS has elected to sell pursuant to the Participation Rights. Any\nproposed sale on terms and conditions materially different from those described\nin the Notice, as well as any subsequent proposed sale by Levy, will again\nrequire compliance by Levy with the provisions of this Agreement.\n\n     1.3  Termination. This Agreement and the Participation Rights granted\nhereunder shall terminate upon the first to occur of the following: (a) the\ntenth anniversary of the date of this Agreement; (b) the execution of a written\nagreement to terminate this Agreement by Levy and CBS; (c) the consummation of\nthe first sale of securities of the Company to the public pursuant to an\neffective registration statement filed by the Company under the Securities Act\nof 1933, as amended; (d) the first date on which CBS or any assignee to which\nsuch Participation Rights have been assigned pursuant to Section 2.1 hereof (i)\nown Common Stock representing less than 10% of the number of shares of the\nCompany's Common Stock that would be outstanding if all then outstanding shares\nof the Company's convertible preferred stock were then converted into shares of\nCommon Stock or (ii) hold less than 50% of the number of such Common Stock\nequivalent shares as are issuable to CBS pursuant to the Principal Agreement or\nany Warrants\n\n                                       2\n\nissuable thereunder; or (e) upon the closing of (i) any consolidation or merger\nof the Company with or into any other corporation or corporations in which the\nholders of the Company's outstanding shares immediately before such\nconsolidation or merger do not, immediately after such consolidation or merger,\nretain stock representing a majority of the voting power of the surviving\ncorporation of such consolidation or merger or stock representing a majority of\nthe voting power of a corporation that wholly owns, directly or indirectly, the\nsurviving corporation of such consolidation or merger; (ii) the sale, transfer\nor assignment of securities of the Company representing a majority of the\nvoting power of all the Company's outstanding voting securities by the holders\nthereof to an acquiring party in a single transaction or series of related\ntransactions; or (iii) the sale of all or substantially all the Company's\nassets.\n\n2.  ASSIGNMENT OF PARTICIPATION RIGHTS. The Participation Rights of CBS under\nSection 1 hereof may be assigned only to a CBS Assignee; provided, however,\nthat no such assignment of any of such Participation Rights shall be effective\nagainst the Company or Levy until such time as the Company and Levy are given\nwritten notice by the assigning party stating the name and address of the\nassignee and identifying the securities of the Company as to which the rights\nin question are being assigned; and provided further, that any such assignee\nshall receive such assigned Participation Rights subject to all the terms and\nconditions of this Agreement, including without limitation the provisions of\nthis Section 2.\n\n3.  LEGENDED CERTIFICATES.\n\n          3.1  Legend. Each certificates representing shares of the Common\nStock now or hereafter owned by Levy shall be endorsed with the following\nlegend:\n\n          \"THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS\n          CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A\n          CERTAIN CO-SALE AGREEMENT BY AND AMONG THE SHAREHOLDER, THE\n          CORPORATION AND CBS, INC. COPIES OF SUCH AGREEMENT MAY BE\n          OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE\n          CORPORATION.\"\n\n          3.2  Removal of Legend. The legend required by Section 3.1 shall be\nremoved upon termination of this Agreement in accordance with the provisions of\nSection 1.3.\n\n4.  GENERAL PROVISIONS.\n\n     4.1 Notices. All notices hereunder (including the Exercise Notice) shall\nbe in writing and shall be given by (i) certified or registered mail, return\nreceipt requested; (ii) hand delivery; or (iii) nationally recognized overnight\ncourier service; a notice shall be deemed to have been given (a) when delivered\nby hand; (b) three days after mailing, in the case of certified or registered\nmail; and (c) one business day after being forwarded to a nationally recognized\novernight courier service for overnight delivery; in each case correctly\naddressed to such party\n\n                                       3\n\n     \n\nat its address set forth below or such other address as such party may specify\nby notice to the other parties hereto:\n\n          (a)  if to the Company or Levy, at 6340 N.W. 5th Way, Fort\nLauderdale, Florida 33309; and\n\n          (b)  if to CBS, at CBS Sports, 51 West 52nd Street, New York, New\nYork 10019, Attention: President.\n\n     4.2  Entire Agreement. This Agreement, together with all the Exhibits\nhereto, constitutes and contains the entire agreement and understanding of the\nparties with respect to the subject matter hereof and supersedes any and all\nprior negotiations, correspondence, agreements, understandings, duties or\nobligations between the parties respecting the subject matter hereof.\n\n     4.3  Amendments and Waivers. Any terms of this Agreement may be amended and\nthe observance of any term of the Agreement may be waived (either generally or\nin a particular) instance and either retroactively or prospectively), with the\nwritten consent of Levy and CBS. Any amendment or waiver effected in accordance\nwith this Section shall be binding upon the Company, Levy, CBS and their\nrespective permitted transferees and assignees.\n\n     4.4  Governing Law. This Agreement shall be governed by and construed\nexclusively in accordance with the internal laws of the State of Delaware as\napplied to agreements among Delaware residents entered into and to be performed\nentirely within Delaware, excluding that body of law relating to conflict of\nlaws and choice of law.\n\n     4.5  Severability. If one or more provisions of this Agreement are held to\nbe unenforceable under applicable law, then such provision(s) shall be excluded\nfrom this Agreement and the balance of this Agreement shall be interpreted as if\nsuch provision(s) were so excluded and shall be enforceable in accordance with\nits terms.\n\n     4.6  Third Parties. Nothing in this Agreement, expressed or implied, is\nintended to confer upon any person, other than the parties hereto and their\nsuccessors and assigns, any rights or remedies under or by reason of this\nAgreement.\n\n     4.7  Successors And Assigns. Subject to the provisions of Section 2, the\nprovisions of this Agreement shall inure to the benefit of, and shall be binding\nupon, the successors and permitted assigns of the parties hereto.\n\n     4.8  Captions. The captions to sections of this Agreement have been\ninserted for identification and reference purposes only and shall not be used\nto construe or interpret this Agreement.\n\n                                       4\n\n     4.9  Counterparts. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Co-Sale\nAgreement as of the date and year first above written.\n\n                                         SPORTSLINE USA, INC.\n\n                                         By:  MICHAEL LEVY\n                                            --------------------\n                                         Title:  President\n\n                                       \n                                         CBS, INC.\n\n\n                                         By:  FREDRIC G. REYNOLDS        \n                                            ---------------------  \n                                         Title:\n\n\n\n                                                 MICHAEL LEVY\n                                             --------------------\n                                                 Michael Levy\n\n\n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9630,9629],"class_list":["post-43795","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43795","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43795"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43795"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43795"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43795"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}