Common use of Effecting Sales Clause in Contracts

Effecting Sales. If, upon the expiration of 30 days following --------------- receipt by the other Investor Stockholder and MJD Partners of the Sale Notice, neither the other Investor Stockholder nor MJD Partners shall have made an offer to purchase the shares of Common Stock covered by the Sale Notice, the Offering Investor Stockholder may sell to a third party or parties any of the shares of Common Stock covered by the Sale Notice for whatever price and upon whatever other terms and conditions the Offering Investor Stockholder may agree to, provided that the Offering Investor Stockholder and the third party execute a -------- binding purchase agreement (subject to customary closing conditions) within 120 days after the expiration of such 30 day period and consummate the closing thereunder within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the execution of the binding purchase agreement. If the other Investor Stockholder and/or MJD Partners shall have made an offer to purchase the shares of Common Stock covered by the Sale Notice, then the Offering Investor Stockholder may either (i) accept - such offer and the sale of such shares of Common Stock shall be consummated as soon as practicable after the delivery of a notice of acceptance by the Offering Investor Stockholder, but in any event within 90 days of the delivery of the Sale Notice (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents), or (ii) reject such offer, -- by written notice delivered to the other Investor Stockholder and MJD Partners within 20 days of the delivery to the Offering Investor Stockholder of such offer, in which case the Offering Stockholder shall have the right to sell to a third party or parties all (but not less than all) of the shares of Common Stock covered by the Sale Notice, for a purchase price and on other terms and conditions no less favorable to the Offering Investor Stockholder than those contained in the other Investor Stockholder's and/or MJD Partners' offer, provided that the Offering Investor Stockholder and the third party purchaser -------- execute a binding purchase agreement (subject to customary closing conditions) within 120 days of the other Investor Stockholder's and/or MJD Partners' offer and consummate the closing thereunder within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the execution of the binding purchase agreement. If the Offering Investor Stockholder and a third party purchaser do not execute such a purchase agreement or close such transaction within the time periods set forth in the proviso of the preceding sentence, then the shares of Common Stock covered by such Sale Notice may not thereafter be sold by the Offering Investor Stockholder unless the procedures set forth in this Section 3.2 shall have again been complied with. Any offer by the other Investor Stockholder or MJD Partners pursuant to this Section 3.2(b) shall not preclude either of them from making additional offers for such shares or participating in any auction relating to the sale of any such shares.

Effecting Sales. If, upon If the expiration Offer to sell is neither fully accepted by Holdings or Warburg Pincus in accordance with the terms of 30 days following --------------- receipt by the other Investor Stockholder and MJD Partners of the Sale Notice, neither the other Investor Stockholder nor MJD Partners shall have made an offer to purchase the shares of Common Stock covered by the Sale Noticethis Section 4.2, the Offering Investor Stockholder may may, subject to compliance with Section 2.1 hereof, sell to a third party or parties any of the shares of Common Stock covered by the Sale Notice for whatever price and upon whatever other terms and conditions the Offering Investor Stockholder may agree to, provided that the Offering Investor Stockholder and the third party execute a -------- binding purchase agreement (subject to customary closing conditions) within 120 days after the expiration of such 30 day period and consummate the closing thereunder within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the execution of the binding purchase agreement. If the other Investor Stockholder and/or MJD Partners shall have made an offer to purchase the shares of Common Stock covered by the Sale Notice, then the Offering Investor Stockholder may either (i) accept - such offer and the sale of such shares of Common Stock shall be consummated as soon as practicable after the delivery of a notice of acceptance by the Offering Investor Stockholder, but in any event within 90 days of the delivery of the Sale Notice (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents), or (ii) reject such offer, -- by written notice delivered to the other Investor Stockholder and MJD Partners within 20 days of the delivery to the Offering Investor Stockholder of such offer, in which case the Offering Stockholder shall have the right to sell to a third party or parties all (but not less than all) of the shares of Common Stock covered by the Sale NoticeSubject Shares, for a the purchase price and on the other terms and conditions no less favorable to the Offering Investor Stockholder than those contained in the other Investor Stockholder's and/or MJD Partners' offerOffer; provided, provided however, that if the Offering Investor Stockholder and shall fail to consummate such sale within sixty (60) calendar days following the third party purchaser -------- execute a binding expiration of the Holdings Option Period or the Warburg Pincus Option Period, as applicable, or, in the event Warburg Pincus or Holdings revokes its election to purchase agreement the Subject Shares pursuant to Section 4.2(d), within sixty (subject to customary closing conditions60) within 120 calendar calendar days of the other Investor Stockholder's and/or MJD Partners' offer and consummate date of such notice of revocation, such Subject Shares shall again become subject to all the closing thereunder within 120 days (restrictions of this Section 4; provided, further however, if the Offer to sell is neither fully accepted by Holdings or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from Warburg Pincus, the execution effectiveness of the binding purchase agreement. If sale of the Offering Investor Stockholder and Subject Shares to a third party purchaser do not execute such a purchase agreement or close such transaction within shall be subject to the time periods set forth transferee thereof agreeing in writing, pursuant to Section 10.3 hereof, to be bound by the terms and provisions of this Agreement in the proviso same manner and with same rights and obligations as the Offering Stockholder, except as provided in said Section 10.3 hereof. If Holdings or Warburg Pincus, as the case may be, shall have accepted such Offer, the closing of the preceding sentencepurchase and sale pursuant to such acceptance shall take place at such location as shall be mutually agreeable between the parties and the purchase price, then to the shares extent comprised of Common Stock covered by such Sale Notice may not thereafter cash, shall be sold by paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash permitted pursuant to Section 4.2(d) above shall be delivered at the closing. At the closing, the Offering Investor Stockholder unless the procedures set forth in this Section 3.2 shall have again been complied with. Any offer by the other Investor Stockholder or MJD Partners pursuant to this Section 3.2(b) shall not preclude either of them from making additional offers for such shares or participating in any auction relating deliver to the sale of any such sharesPurchaser the certificates or other instruments evidencing the Subject Shares to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto.

Effecting Sales. If, upon the expiration of 30 60 days following --------------- receipt by the other Investor Stockholder and MJD Partners Charter of the Sale Notice, neither the other Investor Stockholder nor MJD Partners Charter shall not have made an offer to purchase the shares of Common Stock covered by the Sale Notice, the Offering Investor Stockholder Xxxxx may sell to a third party or parties any of the shares of Common Stock covered by the Sale Notice for whatever price and upon whatever other terms and conditions the Offering Investor Stockholder Xxxxx may agree to, provided that the Offering Investor Stockholder Xxxxx and the third party execute a binding -------- binding purchase agreement (subject to customary closing conditions) within 120 45 days of any written offer and in any event within 180 days after the expiration of such 30 60 day period and consummate the closing thereunder within 120 30 days (or such later date as is necessary to obtain after the receipt of all requisite governmental and regulatory approvals and consents) from the execution . Xxxxx will provide a copy of the binding purchase agreementany such written offer to Charter promptly upon receipt thereof. If the other Investor Stockholder and/or MJD Partners Charter shall have made an offer to purchase the shares of Common Stock covered by the Sale Notice, then the Offering Investor Stockholder Xxxxx may either (i1) accept - such Charter's offer and the sale of such shares of Common Stock shall be consummated as soon as practicable after the delivery of a notice of acceptance by the Offering Investor StockholderXxxxx, but in any event within 90 days of the delivery of the Sale Notice (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents), or (ii2) reject such Charter's offer, -- by written notice - delivered to the other Investor Stockholder and MJD Partners Charter within 20 days of the delivery to the Offering Investor Stockholder Xxxxx of such offer, in which case the Offering Stockholder Xxxxx shall have the right to sell to a third party or parties all (but not less than all) of the shares of Common Stock covered by the Sale Notice, for a purchase price and on other terms and conditions no less favorable to the Offering Investor Stockholder Xxxxx than those contained in the other Investor StockholderCharter's and/or MJD Partners' offer, provided that the Offering Investor Stockholder Xxxxx and the -------- third party purchaser -------- execute a binding purchase agreement (subject to customary closing conditions) within 120 45 days of the other Investor Stockholderany written offer and in any event within 180 days of Charter's and/or MJD Partners' offer and consummate the closing thereunder within 120 30 days (or such later date as is necessary to obtain of receipt of all requisite governmental and regulatory approvals and consents) from the execution of the binding purchase agreement. If the Offering Investor Stockholder Xxxxx and a third party purchaser do not execute such a purchase agreement or close such transaction within the time periods set forth in the proviso of the preceding sentence, then the shares of Common Stock covered by such Sale Notice may not thereafter be sold by the Offering Investor Stockholder Xxxxx unless the procedures set forth in this Section 3.2 shall have again been complied with. Any offer by the other Investor Stockholder or MJD Partners Charter pursuant to this Section 3.2(b) shall not preclude either of them Charter from making additional offers for such shares or participating in any auction relating to the sale of any such shares.