Reoffers Clause Samples
Reoffers. If the Preferred Holders do not elect to participate in the sale, or to purchase any of the Shares subject to the Notice, or to the extent the Preferred Holders or the Company elect not to participate in the sale or purchase of all of the Shares subject to the Notice, the Selling Stockholder may, no later than sixty (60) days following delivery to the Preferred Holders of the Notice, enter into an agreement providing for the closing of the transfer of the remaining Shares covered by the Notice within thirty (30) days of such agreement on the same terms and conditions as those described in the Notice. Any proposed transfer on terms and conditions more favorable than those described in the Notice, as well as any subsequent proposed transfer of any of the remaining Shares by the Selling Stockholder, will again be subject to the co-sale, first refusal and other rights of the Preferred Holders set forth in this Section 2 and will require compliance by the Selling Stockholder with the procedures described in this Section 2.
Reoffers. Upon compliance in full with the terms and conditions of this ARTICLE II, if there are any Shares remaining to be Transferred, the Selling Shareholder may, no later than seventy-five (75) days following delivery to the Company and each of the Non-selling Shareholders of the Notice, enter into an agreement providing for the closing of the Transfer of the remaining Shares covered by the Notice within thirty (30) days of such agreement on terms and conditions not more favorable to the transferor than those described in the Notice. It shall be a condition to such closing that the transferee shall execute and deliver to the Company an agreement to join as a party to this Agreement. Any proposed Transfer on terms and conditions more favorable than those described in the Notice, as well as any subsequent proposed Transfer of any of the remaining Shares by the Selling Shareholder, shall again be subject to the right of first refusal, co-sale and other rights of the Non-selling Shareholders, the Company and PharmaBio set forth in this ARTICLE II and shall require compliance by the Selling Shareholder with the procedures described in this ARTICLE II.
Reoffers. In the event the proposed purchase price of a third-party Transferee for the Offered Shares is less than the First Offer Price or the First Offer Investors' Price, as the case may be, the Stockholder desiring to sell at such lesser price shall not sell or otherwise transfer any of the Offered Shares unless such selling Stockholder shall first reoffer the Offered Shares at such lesser price to ARAMARK by giving written notice (the "Reoffer Notice") to ARAMARK of such selling Stockholder's intention to make such transfer at such lower price (the "Reoffer Price"). ARAMARK shall then have an irrevocable and exclusive option to purchase all or part of the Offered Shares at the Reoffer Price, exercisable in the same manner as provided in Section 4.01 or 4.02, as the case may be. In the event ARAMARK does not then elect to purchase all the remaining Offered Shares, or ARAMARK elects (with the consent of the Stockholder desiring to sell) to purchase less than all the remaining Offered Shares, the remaining Offered Shares may be sold by such selling Stockholder within 30 days following the earlier of (i) the expiration of the option period with respect to such Reoffer pursuant to Section 4.01 or 4.02, as the case may be, or (ii) the last date on which such selling Stockholder shall have received written notice from ARAMARK stating that ARAMARK intends not to exercise in whole or in part the option granted in this Section 4.04, at a price equal to or greater than the Reoffer Price; provided, however, that the Transferee complies with the provisions of Section 2.03; and provided further that, in the case where such selling Stockholder is a Management Investor or a Management Investor's Permitted Transferee, such Transferee shall have been approved by ARAMARK as a suitable investor in a privately-owned services management company. ARAMARK shall not unreasonably withhold or delay such approval.