Release from Restriction; Termination of Rights. If the offer to sell is not accepted by the Offerees, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer on terms no more favorable to the Transferor than those set forth in the offer, provided that the transferee agrees, in writing, to be bound by the provisions of this Agreement to which the Transferor is subject. If the Transferor shall fail to make such Transfer within seventy-five (75) days following the expiration of the time provided for above the election by the Offerees or, in the event the Offerees revoke an election to purchase the Subject Shares pursuant to Section 2.02(c), within seventy-five (75) days of the date of such notice of revocation, such Shares shall again become subject to all the restrictions of this Section 2.02.
Release from Restriction; Termination of Rights. If the offer ----------------------------------------------- to sell is neither accepted by the Company nor by Warburg, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided, that (A) such Transfer shall be made only in strict -------- accordance with the terms therein stated and (B) the transferee executes and delivers to the Company and Warburg a copy of the Joinder Agreement. If the Transferor shall fail to make such Transfer within sixty (60) days following the expiration of the time hereinabove provided for the election by Warburg or, in the event the Purchaser revokes an election to purchase the Subject Shares pursuant to Section 2(g), within sixty (60) days of the date of such notice of revocation, such Shares shall again become subject to all the restrictions of this Section 2.
Release from Restriction; Termination of Rights. If the offer to sell is neither accepted by the Company nor by the Non-Selling Investors, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided that (A) such Transfer shall be made only in strict accordance with the terms therein stated and (B) the transferee agrees, in writing, to be bound by the provisions of this Agreement. If the Transferor shall fail to make such Transfer within sixty (60) days following the expiration of the time hereinabove provided for the election by the Non-Selling Investors or, in the event the Purchaser revokes an election to purchase the Subject Shares pursuant to Section 3(b)(v), within sixty (60) days of the date of such notice of revocation, such Shares shall again become subject to all the restrictions of this Section 3.
Release from Restriction; Termination of Rights. If the offer to sell is not fully accepted by the other Investors, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided that such Transfer shall be made only in strict accordance with the terms therein stated. If the Transferor shall fail to make such Transfer within sixty (60) days following the expiration of the time hereinabove provided for the election by the other Investors or, in the event the Purchaser revokes an election to purchase the Subject Common Stock pursuant to Section 3(b)(v), within sixty (60) days of the date of such notice of revocation, such Common Stock shall again become subject to all the restrictions of this Section 3.
Release from Restriction; Termination of Rights. If the offer to sell is not accepted by the Other Member, the Transferor shall be free for six months following the period described in Section 4(b)(iii) above to solicit offers for the Social Parts, provided that (A) the Transferor shall not offer or sell the Social Parts at a price that is less than 98% of the Stated Price, and if the sale to the third party is other than entirely for cash, the Transferor shall certify to the other Member as to the cash value of any noncash consideration, (B) such Transfer shall be made only in strict accordance with the other terms of the offer described in Section 4(b)(ii) and (C) the transferee agrees, in writing, to be bound by the provisions of this Agreement. In the event that the Transferor shall have failed to effect a sale of the Social Parts in compliance with the requirements of (A), (B) and (C) above in the six month period provided herein or shall have offered the Social Parts to third parties at a price that is less than 98% of the Stated Price, the restrictions provided for herein shall again become effective, and no transfer of Social Parts may be made thereafter without again offering the same in accordance with this Section 4(b). Any purported transfer of the Social Parts which contravenes any of this Section 4(b)(v) shall be deemed null and void.
Release from Restriction; Termination of Rights. If PageNet fails to make an Offer in accordance with Clause 8(b)(i)(A), the Transferor shall be free to Transfer the Subject Securities without restriction. If PageNet makes an Offer that is not accepted by the Transferor, the Transferor shall disclose to PageNet the terms of each offer (including the identity of the offeror) received by the Transferor in respect of the Subject Securities and shall thereafter be entitled to Transfer the Subject Securities to a third party at a price equal to or greater than the Offer Price (and subject to no material conditions other than regulatory approvals and those contained in PageNet's offer, except as otherwise provided in this Clause 8(b)(i)(D)); provided that the transferee agrees, in writing, to be bound by the provisions of this Agreement. If the Transferor shall fail to Transfer the Subject Securities within 180 days following the date on which the Transferor receives the Offer or, if no Offer is received, the last day on which PageNet was entitled to make the Offer, such Subject Securities shall again become subject to all the restrictions of this Clause 8. Any Transfer by Warburg pursuant to this Clause 8(b)(i) shall be subject to the provisions of Clause 8(d) hereof.
Release from Restriction; Termination of Rights. If PageNet fails to make an Asset Offer in accordance with Clause 8(b)(ii)(A), the Asset Transferor shall be free to Transfer the Corporation Assets without restriction. If PageNet makes an Asset Offer that is not accepted by the Asset Transferor, the Asset Transferor shall disclose the terms of each offer (including the identity of the offeree) received by it in respect of the Corporation Assets and shall thereafter be entitled to Transfer the Corporation Assets to a third party at a price equal to or greater than the Asset Offer Price (and subject to no material conditions other than regulatory approvals and those imposed by PageNet). If the Asset Transferor shall fail to Transfer the Corporation Assets within 180 days following the date on which it receives the Asset Offer or, if no Asset Offer is received, the last day on which PageNet was entitled to make the Asset Offer, such the Corporation Assets shall again become subject to all the restrictions of this Clause 8.
Release from Restriction; Termination of Rights. If the offer to sell is neither accepted by SynQuest nor by Warburg, or if the closing fails to take place in accordance with subsection (f) above by the closing date stated in the purchase notice, unless otherwise agreed to by Bendxx xxx the party that gave notice of its intention to purchase the Subject Shares, Bendxx xxx make a bona fide transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed-upon terms of such transfer, provided, that (i) such transfer will be made only in strict accordance with the terms therein stated and (ii) the transferee agrees, in writing, to be bound by the provisions of this Agreement as if he or it were Bendxx. Xxwever, if Bendxx xxxls to make such transfer within 45 business days following the expiration of the time provided in this Agreement for the election to purchase, such shares will again become subject to all the restrictions of this Article IV. The right of first refusal granted under this Article IV will terminate if SynQuest breaches any material payment obligation to Bendxx xxxer Article V (Put Right) or under Sections 3.1 (Salary) and 3.2 (Bonus) of the Employment Agreement, dated June 16, 1997, between SynQuest and Bendxx, xxd SynQuest fails to cure such breach within thirty (30) days following receipt by SynQuest of written notice of default by Bendxx.
Release from Restriction; Termination of Rights. If the offer to sell is not accepted by Persequor, Brightpoint may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided, that such Transfer shall be made only in strict accordance with the terms therein stated and the transferee agrees, in writing, to be bound by the provisions of this Agreement. If Brightpoint shall fail to make such Transfer within sixty (60) days following the expiration of the time hereinabove provided for the election by Persequor or, in the event Persequor revokes an election to purchase the Subject Shares pursuant to Section 4(b)(v), within sixty (60) days of the date of such notice of revocation, such Subject Shares shall again become subject to all the restrictions of this Section 4(b).
Release from Restriction; Termination of Rights. If the offer to sell is neither accepted by the Company nor fully accepted by the Institutional Investors, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided that (A) such Transfer shall be made only in strict accordance with the terms set forth in the written notice delivered to the Company and the Institutional Investors pursuant to Section 3(b)(ii) hereof and (B) the transferee agrees, in writing (by executing a Joinder Agreement), to be bound by the provisions of this Agreement and the Operating Agreement in the same manner as the Transferor. If the Transferor shall fail to make such Transfer within sixty (60) days following the expiration of the Company Option Period or the Institutional Investor Option Period, as applicable, or, in the event the Institutional Investors revoke their election to purchase the Subject Units pursuant to Section 3(b)(v), within sixty (60) days of the date of such notice of revocation, such Subject Units shall again become subject to all the restrictions of this Section 3.
