Sale Period. 3. During Sale Period 3, each Stockholder will be free of any trading restrictions imposed by this Agreement. Any restrictions imposed by other agreements to which any Stockholder is a party will survive in accordance with their respective terms.
Sale Period the period commencing on the Sale Commencement Day and ending on the Sale Closure Day;
Sale Period. From the Effective Time until the earlier of the Sale Date or the Contingent Value End Date:
(a) The Stockholders’ Representative shall be solely responsible for conducting any sale process with respect to the License or Licenseco; provided, however, that no Sale Agreement shall be entered into without Parent’s prior written consent (which shall not be unreasonably withheld or delayed) unless the Sale Agreement (i) places no obligations on Parent and its Affiliates other than to transfer or cause the transfer of the License or Licenseco to the purchaser and (ii) is without post-closing recourse to Parent and its Affiliates other than for fraud by Parent or its Subsidiaries (other than the Licenseco Entities) or as provided by law. Subject to the terms and conditions of this Agreement, the manner of the sale process conducted and the timing of the sale process shall be at the sole discretion of the Stockholders’ Representative. The Stockholders’ Representative shall have sole discretion as to whether and as to when to enter into a Sale Agreement; provided, that if a final, non-appealable Order of a Governmental Entity requires the sale, transfer or other disposition of the License or Licenseco within a specified time following the Effective Time, the Stockholders’ Representative shall take all actions necessary to comply with such Order.
(b) The Stockholders’ Representative shall consult with Parent or its Affiliates in any sale process with respect to the License and Licenseco, and the Stockholders’ Representative shall keep Parent and the Company reasonably informed and provide Parent with all draft Sale Arrangements with a reasonable time to review such Sale Arrangements. The Company’s comments to any Sale Arrangement shall be accepted to the extent they are for the purpose of eliminating post-closing Liabilities (other than for fraud by Parent or its Subsidiaries (other than the Licenseco Entities)) and all of the Company’s reasonable comments shall be considered in good faith. The consideration for the Sale Agreement shall consist solely of cash.
(c) The Stockholders’ Representative may require the Company to cause Licenseco to enter into a purchase and sale agreement with respect to the sale of the License in compliance with this Agreement or, in compliance with the terms of this Agreement, require the Company to enter into a purchase and sale agreement with respect to all of the securities of Licenseco (either, the “Sale Agreement”); provided, that s...
Sale Period. If the Offering Party does not complete the sale of the Offered Interest subject to the Offer Notice within a further 60 day period from the date of the Offer Notice, the provisions of this right of first refusal shall thereupon once again be applicable.
Sale Period. Unless otherwise published by the Company, Tokens shall be available for purchase during the Sale Period.
Sale Period. If the Offerees shall fail to elect to purchase the entire LLC Interest that the Offeror wishes to transfer pursuant to the terms of any Offer Notice, or at any time shall notify the Offeror of their election not to purchase all of such LLC Interest, or shall elect to purchase but fail to close the purchase on the closing date, then the Offeror shall be free for a period of 90 days thereafter to sell all, but not less than all, of its LLC Interest specified in such Offer Notice to one or more third parties on terms and conditions no less favorable to the Offeror than those contained in the Offer Notice; PROVIDED, HOWEVER, that such LLC Interest shall remain subject to this Agreement; and PROVIDED FURTHER, that if the Offeror sells such LLC Interest to more than one third party, such parties and the selling Member (if it remains a Member) shall be treated as a single Person for the purposes of this Agreement. If the Offeror fails to sell such LLC Interest within such 90-day period, all rights of the Offeror to transfer such LLC Interest free of the obligation to first offer to sell such LLC Interest to the other Members as provided herein shall terminate.
Sale Period. 33 9.7. Substituted Members and General Transfer Restrictions...................................33 9.7.1. Substituted Members..................33 9.7.2.
Sale Period. Any shares held by an Investor or Founder or any of their Permitted Transferees that the Investor, Founder or transferee desires to sell following compliance with this Section 2.3 may be sold to a purchaser:
(i) by the later of (A) the 90-day period after the expiration of the Co-Sale Notice Period or Investor/Founder Co-Sale Notice Period, as applicable, or (B) the date upon which all governmental approval requirements, if any, have been satisfied (the "Sale Period"); and
(ii) only on terms no more favorable than those contained in the relevant notice to the Investor or Founder. Promptly after such sale, such Investor, Founder or Permitted Transferee shall notify the parties hereto of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the other parties hereto. If, at the end of such Sale Period, such Investor, Founder or any Permitted Transferees have not completed the sale of such shares as aforesaid, all the restrictions on the transfer of shares contained in this Section 2 shall again be in effect with respect to such shares.
Sale Period. If all notices required to be given pursuant to subsections (a) through (c) above have been duly given and the Company and the stockholders shall have determined not to exercise their respective First Refusal Options, then the Seller shall have the right, for a period of 30 calendar days after expiration of the last applicable option period specified in subsection (c), to sell to any Acceptable Third Party the Offered Shares remaining unsold at the Offer Price and on the other terms and provisions set forth in the Seller's Notice.
