Completion of Sale to Third Party. If, during the Offer Period, neither the Company nor any combination of the Company and the other Stockholders has accepted the offer contained in the Transfer Notice in writing as to all the Transfer Stock covered thereby, or within 15 days of acceptance by any combination of the Company and any Stockholder the closing has not occurred, and Section 2.4 does not apply to such Transfer, then during the next 60 days, the Offering Holder may sell the Transfer Stock to the Offeror at the price and on the other terms contained in the Transfer Notice. No sale may be made by the Offering Holder to any Offeror if such sale would constitute a Prohibited Transfer or unless and until such Offeror executes and delivers to the Company a Joinder Agreement in accordance with Section 2.13 hereof. Promptly after any sale pursuant to this Section 2.2, the Offering Holder shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as the Company may reasonably request. If the Offering Holder has not completed the sale of the Transfer Stock during the applicable period referred to above, such Offering Holder shall no longer be permitted to sell such shares pursuant to this Section 2.2 without again fully complying with the provisions of this Section 2.2 and all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to the Transfer Stock.
Completion of Sale to Third Party. If, during the ROFO Offer Period, neither the Company nor any combination of the Company and/or the Institutional Stockholders has accepted the offer contained in the ROFO Transfer Notice in writing as to all of the ROFO Transfer Securities covered thereby, or within 15 days of acceptance by any combination of the Company and/or any Institutional Stockholder the closing has not occurred, then during the next 60 days, the ROFO Offering Holder may sell the ROFO Transfer Securities to the ROFO Offeror at a price not less than the price set forth in the ROFO Transfer Notice and otherwise on terms and conditions no more favorable than as set forth in the ROFO Transfer Notice or, in the case of a sale pursuant to Section 2.2(b), shall have the right to enter into an agreement to sell all of the Subject Securities to any Person or Persons (other than an existing Stockholder) during such 60-day period and to close the transaction within 30 Business Days thereafter (subject to extension for up to an additional 45 days if regulatory approvals for such transaction remain outstanding) for a price not less than the price set forth in the ROFO Transfer Notice and otherwise on terms and conditions no more favorable than as set forth in the ROFO Transfer Notice. No sale may be made by the ROFO Offering Holder to any ROFO Offeror if such sale would constitute a Prohibited Transfer or unless and until such ROFO Offeror executes and delivers to the Company a Joinder Agreement in accordance with Section 2.16 hereof. Promptly after any sale pursuant to this Section 2.2(b), the ROFO Offering Holder shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as the Company may reasonably request. If the ROFO Offering Holder has not completed the sale of the ROFO Transfer Securities during the applicable period referred to above, such ROFO Offering Holder shall no longer be permitted to sell such shares pursuant to this Section 2.2(b) without again fully complying with the provisions of this Section 2.2(b) and all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to the ROFO Transfer Securities.
Completion of Sale to Third Party. (a) The Exercising Shareholder must complete any sale to the Third Party at the time and in the manner agreed with the Third Party.
(b) The Seller Shareholder must ensure that the Third Party gives to the Exercising Shareholder the full details of the settlement requirements in writing.
(c) If there is more than one Exercising Shareholder, completion of the sale of the Shares by each Exercising Shareholder to the Third Party must occur at the same time as each other and at the same time as that of the Seller Shareholder.
