CoSale Opportunity

CoSale Opportunity. Means the delivery by any Selling Shareholder of a Co-Sale Notice (as such terms are defined in the iPayment Holdings, Inc. Right of First Refusal and Co-Sale Agreement, dated as of April 12, 2001, by and among the Company and the Persons identified on the exhibits thereto, as amended by Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of March 19, 2002 (as so amended, the "Co-Sale Agreement")).