Release from Restriction. If the offer is neither accepted by the Corporation nor by the other Stockholder(s), the Transferor may make a bona fide transfer to the prospective transferee named in the statement attached to the offer, such transfer to be made only in strict accordance with the terms therein stated. However, if the Transferor shall fail to make such transfer within 30 days following the expiration of the election period by the other Stockholder(s), such shares of capital stock shall again become subject to all of the restrictions of this Agreement, provided, however, that nothing contained herein shall be construed as releasing any shares of this Corporation from any restriction or requirement of law concerning transfer of such shares.
Release from Restriction. If the Company (1) rejects the Offer, (2) fails to submit an Acceptance Notice during the applicable election period, or (3) otherwise does not accept the Offer within the applicable election period, the Transferor may make a bona fide Transfer to the proposed Transferee. Such Transfer must be made in strict accordance with the terms set forth in the Offer. If the Transferor fails to consummate such Transfer within 60 days following the expiration of time for acceptance of the Offer by the Company, the Transferor’s Units shall again become subject to all of the terms, conditions and restrictions of this Section.
Release from Restriction. If the Transferor’s offer to tender or sell is not accepted by the Company as to the entire interest of the Transferor, the Transferor may make a transfer to the prospective bona fide transferee of the entire Offered Interest, the transfer to be made only in strict accordance with the terms of the Written Offer. If the Transferor shall fail to make the transfer within thirty (30) days following the expiration of the time hereinabove provided for the exercise of the election to purchase by the Company, the Membership Units of the Transferor shall again be subject to all the restrictions of this Agreement.
Release from Restriction. If Mayne Pharma rejects the offer, fails to accept the offer in writing within thirty (30) days after receipt thereof, or elects to purchase some but not all of the shares of Common Stock offered by the Selling Stockholder purusant to Section 7.1, then for a period of ninety (90) days after said thirty (30) day period, the shares of Common Stock subject to the offer which are not elected for purchase by Mayne Pharma and are desired to be Transferred by the Selling Stockholder may be Transferred only to such described party or parties and on the terms and conditions therein described, but on no more favorable terms, all as described in the offer pursuant to Section 7.1. After said ninety (90) day period, such shares shall remain subject to all terms and conditions of this Article VII. Any third party or parties purchasing shares of Common Stock pursuant to this Agreement shall be required to execute a counterpart of this Agreement. If a Selling Stockholder shall fail to complete such proposed Transfer within ninety (90) days following the expiration of the time provided in this Agreement for acceptance of the final offer made pursuant to Section 7.1 above, then such shares of Common Stock shall again be subject to all of the restrictions set forth in Section 7.1 and elsewhere in this Agreement. Confidential Treatment Requested by XxxxxXxxx Pharmaceuticals, Inc., IRS Employer Identification No. 00-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “***”
Release from Restriction. If the non-selling Shareholders do not elect to purchase all the Available Shares, the Transferor may sell the Available Shares to the prospective purchaser named in the statement attached to the offer to sell, such sale to be made only in accordance with the terms therein stated and its attachments. If the Transferor fails to make such sale in accordance with each and every term contained in the statement and the attachments, such shares shall remain subject to all the restrictions of this Agreement. Furthermore, notwithstanding anything herein contained to the contrary, no such transfer may be closed unless the transferee executes a counterpart of this Agreement and agrees to be bound by all the restrictions on the Shareholders hereunder. Notwithstanding anything herein, the Company is entitled, in its sole discretion, to restrict sale of the stock in any manner it deems appropriate.
Release from Restriction. If (i) a First Round Class B Offer or a Second Class B Offer is not accepted pursuant to Section 5.3(b), or (ii) a purchase is not consummated within the thirty (30)-day time limit provided for in Section 5.3(c), the Transferring Class B Shareholder may make a bona fide Transfer to the prospective Transferee named in the Offer, only in strict accordance with the terms and conditions stated in such offer and only if, prior to such Transfer, such prospective Transferee shall have agreed to be bound by the terms of this Agreement as though he or it were a Shareholder and this Agreement shall have been amended to reflect the Transfer to such prospective Transferee. If the Transferring Class B Shareholder shall fail to make such Transfer within thirty (30) days after the expiration of the time provided for the acceptance of its offer by the last Shareholder to which it has made an offer, however, such Shares again shall become subject to all of the restrictions of this Section 5.3.
Release from Restriction. If all of the Offered Stockholder ------------------------ Shares are not purchased by the Company in accordance with the terms of this Section 3, the Offeror's offer shall be deemed rejected with respect to the remaining Offered Stockholder Shares, and subject to the provisions of this Section 3 below, the Offeror may make a bona fide sale, assignment, transfer, or other disposition of all, but not less than all, of the remaining Offered Stockholder Shares to the prospective purchaser named in the statement attached to the offer at a price not less than, and upon terms not more favorable than, the bona fide offer, if any, described in the Offer. If the Offeror shall fail to make such sale, assignment, transfer, or other disposition within one hundred twenty (120) days following the expiration of all periods of time hereinabove provided for purchase by the Company, the remaining Offered Stockholder Shares shall again become subject to all of the restrictions of this Agreement, and except as otherwise provided in this Agreement, the Offeror shall not sell, assign, transfer or otherwise dispose of or alienate the Stockholder Shares without again offering said Stockholder Shares to the Company as hereinabove provided.
Release from Restriction. If (i) an Offer is not accepted pursuant to Section 6.2(a)(ii), or (ii) a purchase is not consummated within the ninety (90)-day period provided for in Section 6.2(b), the Transferring Shareholder, Beneficial Owner, or Investor may make a bona fide Transfer of interests in, or portion of, the Shares or Investor to the prospective Transferee named in the relevant Offer only in strict accordance with the terms and conditions stated in such Offer and only if, prior to such Transfer, the prospective Transferee shall have complied with all requirements of Section 6.2(b). If the Transferring Shareholder, Beneficial Owner, or Investor shall fail to make such Transfer within ninety (90) days after the expiration of the 90-day time limit provided for the acceptance of the Offer by the Company or the non-Transferring Shareholders, however, such interest in, or portion of, the Shares or Investor again shall become subject to all of the restrictions of this Article 6.
Release from Restriction. If (i) an Offer is not accepted pursuant to Section 6.2(a)(ii), or (ii) a purchase is not consummated within the ninety (90)-day time limit provided for in Section 6.2(b), the offering holder of Shares may make a bona fide Transfer to the prospective Transferee named in the relevant Offer only in strict accordance with the terms and conditions stated in such Offer and only if, prior to such Transfer, the prospective Transferee shall have complied with all requirements of Section 6.2(b). If the offering holder of Shares shall fail to make such Transfer within ninety (90) days after the expiration of the 90-day time limit provided for the acceptance of the Offer by the Company or the non-Transferring Shareholders, however, such Shares again shall become subject to all of the restrictions of this Article 6.
Release from Restriction. If HON does not purchase all the Securities proposed to be transferred by the Offeror, the Offeror may (a) sell to HON such number of offered Securities as HON has agreed to purchase pursuant to the terms of this Article II, (b) make a bona fide Transfer of all the Securities so offered to the prospective purchaser named in the offer theretofore made by the Offeror to HON, or (c) sell to HON such number of offered Securities as HON has agreed to purchase pursuant to the terms of this Article II and Transfer the remainder of the Securities to the prospective purchaser in a bona fide Transfer; provided, however, that any such Transfer shall not be made at any price or on any terms that are more favorable than those stipulated in such offer. If the Offeror shall fail to make any such Transfer within 90 days following the expiration of the periods of time provided above for the election by HON, such Securities shall again become subject to the Transfer restrictions of this Article II.
