Bona Fide Offers. (a) If any Securityholder desires to Transfer any Securities (the “Selling Securityholder”) and such Selling Securityholder shall have received a bona fide arms’-length written offer (a “Bona Fide Offer”) from a Person other than an Affiliate or Associate of such Selling Securityholder (the “Outside Party”) for the Transfer of such Securities, such Selling Securityholder shall give written notice (the “Option Notice”) to Holdings, Ares, GEPT and the Company setting forth such desire; provided, however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and reasonable evidence demonstrating the Outside Party’s ability to consummate such offer. Upon the giving of such Option Notice, Holdings, Ares and GEPT shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice; provided, however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties elect to purchase all of their Pro Rata share (the “Subscribing Parties”), then the Selling Securityholder shall provide notice (the “Second Notice”) to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “Counter-Notice”) to the Selling Securityholder (with a copy of such Counter-Notice to the Company). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “price” offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) Holdings, Ares and GEPT shall be entitled to pay such “price” in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, Holdings and/or Ares shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”). (b) Subject to paragraph (d) of this Section 4.2, if Holdings, Ares and/or GEPT elect to purchase such Securities, each such electing entity shall be obligated to purchase, at the price offered by the Outside Party in the Bona Fide Offer, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the giving of the Counter-Notice at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each purchasing entity, and such Selling Securityholder. The closing of any such purchase may be delayed, at the election of the purchasing entity, up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. (c) Subject to paragraph (d) of this Section 4.2, if Holdings, Ares and/or GEPT do not elect to purchase all of such Securities proposed to be sold by such Selling Securityholder within the time limits specified in paragraph (a) of this Section 4.2, then the Company shall have the option, exercisable by the delivery of a counter-notice to such Selling Securityholder no later than fifteen (15) Business Days following the date of the Option Notice, to purchase, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice and not purchased by Holdings, Ares and/or GEPT. In the event that the Company elects to purchase Securities pursuant to this Section 4.2(c), the Company will be obligated to purchase, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of the Company’s counter-notice to such Selling Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to Holdings, Ares, GEPT, the Company and such Selling Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under ERISA. (d) If Holdings, Ares, GEPT and the Company elect not to purchase all of the Securities subject to the Bona Fide Offer within the time limits specified above, then the offer to sell any of the Securities to Holdings, Ares, GEPT and the Company shall be deemed revoked and the Selling Securityholder, at any time within a period of three months from the giving of said Option Notice, may Transfer all (but not less than all) of the remainder of such Securities to the Outside Party at a price and on terms not less favorable than those contained in the Bona Fide Offer; provided, however, that in the event such Selling Securityholder has not so Transferred said Securities to the Outside Party within said three month period, then said Securities thereafter shall continue to be subject to all of the restrictions contained in this Agreement as though no Option Notice had ever been given. (e) At the closing of any purchase of Securities pursuant to this Section 4.2, the Selling Securityholder shall deliver certificates representing such Securities duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Any Securities purchased pursuant to this Section 4.2 shall be free and clear of any and all Liens (other than those arising under this Agreement) and at the Closing of the purchase the Selling Securityholder shall represent and warrant to such effect and to the effect that such Selling Securityholder is the beneficial owner of such Securities. The Person making such purchase shall deliver at such closing, by certified or bank check, payment in full for the Securities being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof. (f) If, in any instance, Holdings, Ares, GEPT or the Company elects not to exercise its rights hereunder or elects to waive such rights, such election shall not constitute a waiver of such Person’s rights to receive an Option Notice in the case of any Transfer subsequently proposed by such or any other Securityholder.
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Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) desires to Transfer any Securities (the “Selling Securityholder”) and such Selling Securityholder shall have received a bona fide arms’-length written offer (a “Bona Fide Offer”) from a Person other than an Affiliate or Associate of such Selling Securityholder (the “Outside Party”) for the Transfer of such Securities, such Selling Securityholder shall give written notice (the “Option Notice”) to Holdingseach Aurora Entity, Aresthe Company, GEPT and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the Company date of such notice) setting forth such desire; provided, however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable evidence demonstrating satisfaction of the Aurora Entities and the Company, the Outside Party’s ability to consummate such offer. Upon the giving of such Option Notice, Holdings, Ares and GEPT the Aurora Entities or any of their respective Affiliates shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice; provided, however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such said option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties elect to purchase all of their Pro Rata share (the “Subscribing Parties”), then the Selling Securityholder shall provide notice (the “Second Notice”) to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “Counter-Notice”) to the Selling selling Securityholder (with a copy of such Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “price” offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) Holdings, Ares and GEPT shall be entitled to pay such “price” in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, Holdings and/or Ares no Aurora Entity shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).
(b) Subject to paragraph (de) of this Section 4.2, if Holdings, Ares and/or GEPT either or both of the Aurora Entities or any of their respective Affiliates elect to purchase such Securities, each such electing entity shall be obligated to purchase, at the price offered by the Outside Party in the Bona Fide Offer, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the giving of the Counter-Notice at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each purchasing entity, entity and such Selling selling Securityholder. The closing of any such purchase may be delayedby an Aurora Entity or any of their respective Affiliates may, at the election of the purchasing entity, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act.
(c) Subject to paragraph (de) of this Section 4.2, if Holdings, Ares and/or GEPT the Aurora Entities or any of their respective Affiliates do not elect to purchase all of such Securities proposed to be sold by such Selling Securityholder within the time limits specified in paragraph (a) of this Section 4.2, then the Company shall have the option, exercisable by the delivery of a counter-notice to such Selling Securityholder no later than fifteen (15) Business Days following the date of the Option Notice, to purchase, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice and not purchased by Holdings, Ares and/or GEPTthe Aurora Entities or any of their respective Affiliates. In the event that the Company elects to purchase Securities pursuant to this Section 4.2(c), the Company will be obligated to purchase, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of the Company’s counter-notice to such Selling Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to Holdings, Ares, GEPTeach Aurora Entity, the Company and such Selling selling Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.
(d) Subject to paragraph (e) of this Section 4.2, if neither the Aurora Entities nor any of their respective Affiliates elect to purchase all of such Securities proposed to be sold by such Securityholder within the time limits specified in paragraph (a) of this Section 4.2 and the Company does not elect to purchase all of such Securities proposed to be sold by such Securityholder within the time limits specified in paragraph (c) of this Section 4.2, then each of GEPT and NM shall have the option, exercisable by the delivery of a counter-notice to such Securityholder no later than thirty (30) Business Days following the date of the Option Notice, to purchase on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice and not purchased by the Aurora Entities or any of their respective Affiliates or the Company. In the event that either GEPT or NM elects to purchase Securities on a Pro Rata basis pursuant to this Section 4.2(d), GEPT and/or NM will be obligated to purchase, and such Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of GEPT and/or NM’s counter-notice to such Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each Aurora Entity, the Company, GEPT and/or NM, as applicable, and such selling Securityholder. The closing of any such purchase by GEPT and/or NM may, at the election of GEPT and/or NM, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, neither GEPT nor NM shall be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.
(e) If Holdingsthe Aurora Entities or any of their respective Affiliates, Aresthe Company, GEPT and the Company NM elect not to purchase all of the Securities subject to the Bona Fide Offer within the time limits specified above, then the offer to sell any of such Securities that the Securities to HoldingsAurora Entities, Arestheir Affiliates, the Company, GEPT and NM have not elected to purchase (the Company “Remaining Securities”) shall be deemed revoked and the Selling selling Securityholder, at any time within a period of three months from the giving of said Option Notice, may Transfer all (but not less than all) of the remainder of such Remaining Securities to the Outside Party at a the price and on the terms not less favorable than those contained in the Bona Fide Offer; provided, however, that in the event such Selling selling Securityholder has not so Transferred said Remaining Securities to the Outside Party within said three month period, then said Remaining Securities thereafter shall continue to be subject to all of the restrictions contained in this Agreement as though no Option Notice had ever been given.
(ef) At the closing of any purchase of Securities pursuant to this Section 4.2, the Selling selling Securityholder shall deliver certificates representing such Securities duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Any Securities purchased pursuant to this Section 4.2 shall be free and clear of any and all Liens (other than those arising under this Agreement) and at the Closing of the purchase the Selling selling Securityholder shall represent and warrant to such effect and to the effect that such Selling selling Securityholder is the beneficial owner Beneficial Owner of such Securities. The Person making such purchase shall deliver at such closing, by certified or bank check, payment in full for the Securities being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof.
(fg) If, in any instance, Holdingsany Aurora Entity or any of their respective Affiliates, Aresthe Company, GEPT or the Company NM elects not to exercise its rights hereunder or elects to waive such rights, such election shall not constitute a waiver of such Person’s rights to receive an Option Notice in the case of any Transfer subsequently proposed by such or any other Securityholder.
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Bona Fide Offers. (a) If any Securityholder desires to Transfer any Securities (the “"Selling Securityholder”") and such Selling Securityholder shall have received a bona fide arms’-length arms'-length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Selling Securityholder (the “"Outside Party”") for the Transfer of such Securities, such Selling Securityholder shall give written notice (the “"Option Notice”") to Holdings(i) each Qualifying Class B Securityholder and (ii) the Company, Ares, GEPT and the Company setting forth such desire; provided, however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and reasonable evidence demonstrating the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, Holdings, Ares and GEPT each Qualifying Class B Securityholder shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice; provided, however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, Qualifying Class B Securityholder does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties Qualifying Class B Securityholders elect to purchase all of their respective Pro Rata share (the “"Subscribing Parties”"), then the Selling Securityholder shall provide a written notice (the “"Second Notice”") to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed sharesshares subject to the terms and conditions set forth in this Section 4.2. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “"Counter-Notice”") to the Selling Securityholder (with a copy of such Counter-Notice to the Company). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) Holdings, Ares and GEPT the Qualifying Class B Securityholders shall be entitled to pay such “"price” " in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT the Qualifying Class B Securityholders determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, Holdings and/or Ares the Qualifying Class B Securityholders shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).
(b) Subject to paragraph (d) of this Section 4.2, if Holdings, Ares and/or GEPT any of the Qualifying Class B Securityholders elect to purchase such Securities, each such electing entity shall be obligated to purchase, at the price and on substantially the same terms as offered by the Outside Party in the Bona Fide Offer, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the giving of the Counter-Notice at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each purchasing entity, and such Selling Securityholder; provided, that such purchasing Qualifying Class B Securityholders shall agree in advance of such purchase to continue to be designated as a Securityholder and to be bound by the terms of this Agreement pursuant to a written agreement reasonably satisfactory to the Company and the Aurora Entities with respect to such purchased Securities. The closing of any such purchase may be delayed, at the election of the purchasing entity, up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act.
(c) Subject to paragraph (d) of this Section 4.2, if Holdings, Ares and/or GEPT the Qualifying Class B Securityholders do not elect to purchase all of such Securities proposed to be sold by such Selling Securityholder within the time limits specified in paragraph (a) of this Section 4.2, then the Company shall have the option, exercisable by the delivery of a counter-notice to such Selling Securityholder no later than fifteen (15) Business Days following the date of the Option Notice, to purchase, at the price and on substantially the same terms as offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice and not purchased by Holdings, Ares and/or GEPTthe Qualifying Class B Securityholders. In the event that the Company elects to purchase Securities pursuant to this Section 4.2(c), the Company will be obligated to purchase, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of the Company’s 's counter-notice to such Selling Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to Holdings, Ares, GEPT, the Company and such Selling Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under ERISA.
(d) If Holdings, Ares, GEPT the Qualifying Class B Securityholders and the Company do not in the aggregate elect not to purchase all of the Securities subject to the Bona Fide Offer within the time limits specified above, then the offer to sell any of the Securities to Holdings, Ares, GEPT the Qualifying Class B Securityholders and the Company shall be deemed revoked and the Selling Securityholder, at any time within a period of three months from the giving of said Option Notice, may Transfer all (but not less than all) of the remainder of such Securities to the Outside Party at a price and on terms not less favorable than those contained in the Bona Fide Offer; provided, that such Outside Party shall agree in advance of such Transfer to be designated as a Securityholder and to be bound by the terms of this Agreement pursuant to a written agreement reasonably satisfactory to the Company and the Aurora Entities; provided, further however, that in the event such Selling Securityholder has not so Transferred said Securities to the Outside Party within said three month period, then said Securities thereafter shall continue to be subject to all of the restrictions contained in this Agreement as though no Option Notice had ever been given.
(e) At the closing of any purchase of Securities pursuant to this Section 4.2, the Selling Securityholder shall deliver certificates representing such Securities duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Any Securities purchased pursuant to this Section 4.2 shall be free and clear of any and all Liens (other than those arising under this Agreement) and at the Closing of the purchase the Selling Securityholder shall represent and warrant to such effect and to the effect that such Selling Securityholder is the beneficial owner of such Securities. The Person making such purchase shall deliver at such closing, by certified or bank check, payment in full for the Securities being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof, including without limitation, a written agreement reasonably satisfactory to the Company and the Aurora Entities providing for the purchasing Qualifying Class B Securityholder and/or the Outside Party, as the case may be, to be designated as a Securityholder and be bound by the terms of this Agreement.
(f) If, in any instance, Holdings, Ares, GEPT the Qualifying Class B Securityholders or the Company elects not to exercise its rights hereunder or elects to waive such rights, such election shall not constitute a waiver of such Person’s 's rights to receive an Option Notice in the case of any Transfer subsequently proposed by such or any other Securityholder.
Appears in 1 contract
Bona Fide Offers. (a) If any Securityholder Employee desires to Transfer any Securities (the “Selling Securityholder”) Purchased Shares and such Selling Securityholder Employee shall have received a bona fide arms’-length arms' length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Selling Securityholder Employee (the “"Outside Party”") for the Transfer of such SecuritiesPurchased Shares, such Selling Securityholder Employee shall give written notice (the “"Option Notice”") to Holdingseach of Aurora Equity Partners L.P., Aresa Delaware limited partnership ("AEP"), GEPT Aurora Overseas Equity Partners I, L.P., a Cayman Islands exempted limited partnership ("AOEP" and, collectively with AEP, the "Aurora Entities") and the Company setting forth such desire; provided, however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable evidence demonstrating satisfaction of the Aurora Entities and the Company, the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, Holdings, Ares and GEPT the Aurora Entities shall have the option to purchase, on a Pro Rata pro rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities Purchased Shares specified in the Option Notice; provided, however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such said option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties elect to purchase all of their Pro Rata share (the “Subscribing Parties”), then the Selling Securityholder shall provide notice (the “Second Notice”) to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “an "Aurora Counter-Notice”") to the Selling Securityholder Employee (with a copy of such Aurora Counter-Notice to the Company). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) 20 Business Days after said Option NoticeDays, specified in good faith by a disinterested majority of the BoardBoard of Directors. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) Holdings, Ares and GEPT shall be entitled to pay such “price” in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, Holdings and/or Ares shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).
(b) Subject to paragraph (d) of this Section 4.25.2, if Holdings, Ares and/or GEPT either or both Aurora Entities elect to purchase such SecuritiesPurchased Shares, each such electing entity Aurora Entity shall be obligated to purchase, at the price offered by the Outside Party in the Bona Fide Offer, and such Selling Securityholder Employee shall be obligated to sell, such Securities Purchased Shares at a closing to be held on the fifteenth (15th) 15th Business Day after the giving of the Aurora Counter-Notice at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each purchasing entity, Aurora Entity and such Selling SecurityholderEmployee. The closing of any such purchase may be delayedby an Aurora Entity may, at the election of the purchasing entityAurora Entity, be delayed up to thirty (30) 30 Business Days in order to permit such acquisition of such Securities Purchased Shares to be made in conformity with applicable laws, including the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
(c) Subject to paragraph (d) of this Section 4.25.2, if Holdings, Ares and/or GEPT the Aurora Entities do not elect to purchase all of such Securities Purchased Shares proposed to be sold by such Selling Securityholder Employee within the time limits specified in paragraph (a) of this Section 4.25.2, then the Company shall have the option, exercisable by the delivery of a counter-notice to such Selling Securityholder Employee no later than fifteen (15) 15 Business Days following the date of the Option Notice, to purchase, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities Shares specified in the Option Notice and not purchased by Holdings, Ares and/or GEPTthe Aurora Entities. In the event that a determination must be made as to the Company elects to purchase Securities pursuant to this Section 4.2(c)fair market value of non-cash consideration, the Company will be obligated 15 Business Day period referred to purchase, and such Selling Securityholder in the immediately preceding sentence shall be obligated extended to sellsuch greater period of time, such Securities at not to exceed 23 Business Days, specified in good faith by a closing to be held on the fifteenth (15th) Business Day after the delivery disinterested majority of the Company’s counter-notice to such Selling Securityholder at the principal executive offices Board of the Company, or at such other time and place as may be mutually acceptable to Holdings, Ares, GEPT, the Company and such Selling Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under ERISADirectors.
(d) If Holdings, Ares, GEPT the Aurora Entities and the Company elect not to purchase fewer than all of the Securities Purchased Shares subject to the Bona Fide Offer within the time limits specified above, then the offer to sell any of the Securities to Holdings, Ares, GEPT and the Company shall be deemed revoked and the Selling SecurityholderEmployee, at any time within a period of three months from the giving of said Option Notice, may Transfer all (but not less than all) of the remainder of such Securities Shares to the Outside Party at a the price and on the terms not less favorable than those contained in the Bona Fide Offer; providedPROVIDED, howeverHOWEVER, that in the event such Selling Securityholder Employee has not so Transferred said Securities Shares to the Outside Party within said three three-month period, then said Securities Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement Section 5 as though no Option Notice had ever been given.
(e) At the closing of any purchase of Securities Purchased Shares pursuant to this Section 4.25.2, the Selling Securityholder Employee shall deliver certificates representing such Securities Shares duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Any Securities purchased pursuant to this Section 4.2 , and such Purchased Shares shall be free and clear of any and all Liens (other than those arising under this Agreement) and at the Closing of the purchase the Selling Securityholder Employee shall represent and warrant to such effect and to the effect that such Selling Securityholder Employee is the beneficial owner of such SecuritiesPurchased Shares. The Person making such purchase shall deliver at such closing, by certified or bank check, payment in full for the Securities Purchased Shares being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof.
(f) If, in any instance, Holdings, Ares, GEPT any Aurora Entity or the Company elects not to exercise its rights hereunder or elects to waive such rights, such election shall not constitute a waiver of such Person’s 's rights to receive an Option Notice in the case of any Transfer subsequently proposed by such or any other SecurityholderEmployee.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Aftermarket Technology Corp)
Bona Fide Offers. (a) If any Securityholder Stockholder desires to Transfer any Securities (the “Selling Securityholder”) Shares and such Selling Securityholder Stockholder shall have received a bona fide arms’-length arms' length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Selling Securityholder Stockholder (the “"Outside Party”") for the Transfer of such SecuritiesShares, such Selling Securityholder Stockholder shall give written notice (the “"Option Notice”") to Holdingseach Originating Partnership, Ares, GEPT UBS Capital (acting as representative of the UBS Group) and to the Company setting forth such desire; provided, however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable evidence demonstrating satisfaction of the Originating Partnerships, UBS Capital and the Company, the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, Holdings, Ares each Originating Partnership and GEPT each member of the UBS Group (acting through UBS Capital which shall act as the representative of the members of the UBS Group for all purposes under this Section 3) (the "Initial Offerees") shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of such Initial Offerees' allocation, determined on a pro rata basis as between the Securities Initial Offerees as provided in paragraph (b) of this Section 3.2, of the Shares specified in the Option Notice; provided, however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such said option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties elect to purchase all of their Pro Rata share (the “Subscribing Parties”), then the Selling Securityholder shall provide notice (the “Second Notice”) to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “an "Initial Offeree Counter-Notice”") to the Selling Securityholder offering Stockholder (with a copy of such Initial Offeree Counter-Notice to the other Initial Offerees and to the Company). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) 20 Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board; PROVIDED, and (ii) HoldingsHOWEVER, Ares and GEPT shall be entitled to pay such “price” in that if the same ratio of cash and non-cash consideration provided in such Bona Fide Offerconsists of shares that are listed or admitted to trading on an Exchange or quoted through NASDAQ or any similar organization, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, Holdings and/or Ares shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).
(b) Subject to paragraph (d) of this Section 4.2, if Holdings, Ares and/or GEPT elect to purchase such Securities, each such electing entity shall be obligated to purchase, at the price offered by the Outside Party in the Bona Fide Offer, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the giving of the Counter-Notice at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each purchasing entity, and such Selling Securityholder. The closing of any such purchase may be delayed, at the election of the purchasing entity, up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act.
(c) Subject to paragraph (d) of this Section 4.2, if Holdings, Ares and/or GEPT do not elect to purchase all of such Securities proposed to be sold by such Selling Securityholder within the time limits specified in paragraph (a) of this Section 4.2, then the Company shall have the option, exercisable by the delivery of a counter-notice to such Selling Securityholder no later than fifteen (15) Business Days following the date of the Option Notice, to purchase, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice and not purchased by Holdings, Ares and/or GEPT. In the event that the Company elects to purchase Securities pursuant to this Section 4.2(c), the Company will be obligated to purchase, and such Selling Securityholder shall be obligated to sell, such Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of the Company’s counter-notice to such Selling Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to Holdings, Ares, GEPT, the Company and such Selling Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under ERISA.
(d) If Holdings, Ares, GEPT and the Company elect not to purchase all of the Securities subject to the Bona Fide Offer within the time limits specified above, then the offer to sell any of the Securities to Holdings, Ares, GEPT and the Company Shares shall be deemed revoked and to equal the Selling Securityholder, at any time within a period average of three months from the giving of said Option Notice, may Transfer all (but not less than all) of the remainder of such Securities to the Outside Party at a price and on terms not less favorable than those contained in the Bona Fide Offer; provided, however, that in the event such Selling Securityholder has not so Transferred said Securities to the Outside Party within said three month period, then said Securities thereafter shall continue to be subject to all of the restrictions contained in this Holdings Stockholders Agreement as though no Option Notice had ever been given.
(e) At the closing of any purchase of Securities pursuant to this Section 4.2, the Selling Securityholder shall deliver certificates representing such Securities duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Any Securities purchased pursuant to this Section 4.2 shall be free and clear of any and all Liens (other than those arising under this Agreement) and at the Closing of the purchase the Selling Securityholder shall represent and warrant to such effect and to the effect that such Selling Securityholder is the beneficial owner of such Securities. The Person making such purchase shall deliver at such closing, by certified or bank check, payment in full for the Securities being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof.
(f) If, in any instance, Holdings, Ares, GEPT or the Company elects not to exercise its rights hereunder or elects to waive such rights, such election shall not constitute a waiver of such Person’s rights to receive an Option Notice in the case of any Transfer subsequently proposed by such or any other Securityholder.-------------------------------- 17
Appears in 1 contract
Bona Fide Offers. (a) If any Securityholder Participant desires to Transfer any Securities (the “Selling Securityholder”) Purchased Shares and such Selling Securityholder Participant shall have received a bona fide arms’-length arms' length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Selling Securityholder Participant (the “"Outside Party”") for the Transfer of such SecuritiesPurchased Shares, such Selling Securityholder Participant shall give written notice (the “"Option Notice”") to Holdingseach of Aurora Equity Partners L.P., Aresa Delaware limited partnership ("AEP"), GEPT Aurora Overseas Equity Partners I, L.P., a Cayman Islands exempted limited partnership ("AOEP" and, collectively with AEP, the "Aurora Entities") and the Company setting forth such desire; provided, however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable evidence demonstrating satisfaction of the Aurora Entities and the Company, the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, Holdings, Ares and GEPT the Aurora Entities shall have the option to purchase, on a Pro Rata pro rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities Purchased Shares specified in the Option Notice; provided, however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such said option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties elect to purchase all of their Pro Rata share (the “Subscribing Parties”), then the Selling Securityholder shall provide notice (the “Second Notice”) to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “an "Aurora Counter-Notice”") to the Selling Securityholder Participant (with a copy of such Aurora Counter-Notice to the Company). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) 20 Business Days after said Option NoticeDays, specified in good faith by a disinterested majority of the BoardBoard of Directors. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) Holdings, Ares and GEPT shall be entitled to pay such “price” in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, Holdings and/or Ares shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).
(b) Subject to paragraph (d) of this Section 4.25.2, if Holdings, Ares and/or GEPT either or both Aurora Entities elect to purchase such SecuritiesPurchased Shares, each such electing entity Aurora Entity shall be obligated to purchase, at the price offered by the Outside Party in the Bona Fide Offer, and such Selling Securityholder Participant shall be obligated to sell, such Securities Purchased Shares at a closing to be held on the fifteenth (15th) 15th Business Day after the giving of the Aurora Counter-Notice at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to each purchasing entity, Aurora Entity and such Selling SecurityholderParticipant. The closing of any such purchase may be delayedby an Aurora Entity may, at the election of the purchasing entityAurora Entity, be delayed up to thirty (30) 30 Business Days in order to permit such acquisition of such Securities Purchased Shares to be made in conformity with applicable laws, including the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
(c) Subject to paragraph (d) of this Section 4.25.2, if Holdings, Ares and/or GEPT the Aurora Entities do not elect to purchase all of such Securities Purchased Shares proposed to be sold by such Selling Securityholder Participant within the time limits specified in paragraph (a) of this Section 4.25.2, then the Company shall have the option, exercisable by the delivery of a counter-notice to such Selling Securityholder Participant no later than fifteen (15) 15 Business Days following the date of the Option Notice, to purchase, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities Shares specified in the Option Notice and not purchased by Holdings, Ares and/or GEPTthe Aurora Entities. In the event that a determination must be made as to the Company elects to purchase Securities pursuant to this Section 4.2(c)fair market value of non-cash consideration, the Company will be obligated 15 Business Day period referred to purchase, and such Selling Securityholder in the immediately preceding sentence shall be obligated extended to sellsuch greater period of time, such Securities at not to exceed 23 Business Days, specified in good faith by a closing to be held on the fifteenth (15th) Business Day after the delivery disinterested majority of the Company’s counter-notice to such Selling Securityholder at the principal executive offices Board of the Company, or at such other time and place as may be mutually acceptable to Holdings, Ares, GEPT, the Company and such Selling Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Securities to be made in conformity with applicable laws, including the HSR Act. Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 if such purchase would constitute a non-exempt prohibited transaction under ERISADirectors.
(d) If Holdings, Ares, GEPT the Aurora Entities and the Company elect not to purchase fewer than all of the Securities Purchased Shares subject to the Bona Fide Offer within the time limits specified above, then the offer to sell any of the Securities to Holdings, Ares, GEPT and the Company shall be deemed revoked and the Selling SecurityholderParticipant, at any time within a period of three months from the giving of said Option Notice, may Transfer all (but not less than all) of the remainder of such Securities Shares to the Outside Party at a the price and on the terms not less favorable than those contained in the Bona Fide Offer; providedPROVIDED, howeverHOWEVER, that in the event such Selling Securityholder Participant has not so Transferred said Securities Shares to the Outside Party within said three three-month period, then said Securities Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement Section 5 as though no Option Notice had ever been given.
(e) At the closing of any purchase of Securities Purchased Shares pursuant to this Section 4.25.2, the Selling Securityholder Participant shall deliver certificates representing such Securities Shares duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Any Securities purchased pursuant to this Section 4.2 , and such Purchased Shares shall be free and clear of any and all Liens (other than those arising under this Agreement) and at the Closing of the purchase the Selling Securityholder Participant shall represent and warrant to such effect and to the effect that such Selling Securityholder Participant is the beneficial owner of such SecuritiesPurchased Shares. The Person making such purchase shall deliver at such closing, by certified or bank check, payment in full for the Securities Purchased Shares being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof.
(f) If, in any instance, Holdings, Ares, GEPT any Aurora Entity or the Company elects not to exercise its rights hereunder or elects to waive such rights, such election shall not constitute a waiver of such Person’s 's rights to receive an Option Notice in the case of any Transfer subsequently proposed by such or any other SecurityholderParticipant.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Aftermarket Technology Corp)
