Common use of Completion of Sale to Third Party Clause in Contracts

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. If, during the ROFO ROFR Offer Period, neither the Company nor any combination of the Company and/or the Institutional Stockholders has accepted the offer contained in the ROFO ROFR Transfer Notice in writing as to all of the ROFO ROFR 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 ROFR Offering Holder may sell the ROFO ROFR Transfer Securities to the ROFO ROFR Offeror at a price not less than the price set forth and on the other terms contained 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 ROFR Transfer Notice. No sale may be made by the ROFO ROFR Offering Holder to any ROFO ROFR Offeror if such sale would constitute a Prohibited Transfer or unless and until such ROFO ROFR Offeror executes and delivers to the Company a Joinder Agreement in accordance with Section 2.16 2.15 hereof. Promptly after any sale pursuant to this Section 2.2(b2.2(a), the ROFO ROFR 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 ROFR Offering Holder has not completed the sale of the ROFO ROFR Transfer Securities during the applicable period referred to above, such ROFO ROFR Offering Holder shall no longer be permitted to sell such shares pursuant to this Section 2.2(b2.2(a) without again fully complying with the provisions of this Section 2.2(b2.2(a) and all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to the ROFO ROFR Transfer Securities.