Sale to a Third Party. In the event that the Disposing Member does not accept the offer set forth in the Offer Notice (or if the Non-Disposing Member does not deliver an Offer Notice within the time period contemplated by Section 11.6(b) hereof), the Disposing Member shall have the right to sell the Units to a third party at a price that is not less than the price set forth in the Offer Notice and other terms and conditions that are not less favorable than the terms and conditions set forth in the Offer Notice (or, if no Offer Notice was delivered pursuant to Section 11.6(b) hereof, at any price and terms and conditions); provided, however, that the consummation and closing of such sale must occur within one hundred eighty (180) days after expiration of the Offer Period, provided, further that such 180-day period may be extended to allow for obtaining any necessary Gaming and regulatory approvals as long as the Disposing Member and the proposed Transferee of the Disposing Member’s Units are using commercially reasonable efforts to obtain such approvals. If such sale of the Units is not closed within such 180-day period, or if the Disposing Member wishes to enter into a contract to sell the Units on terms less than the price set forth in the Offer Notice or on terms and conditions less favorable than set forth in the Offer Notice, then any subsequent sale of the Units by the Disposing Member may be effected only after again complying with the conditions of this Section 11.6.
Sale to a Third Party. Before Tenant sells or agrees to sell the Property to a third party, Tenant shall offer (“Tenant's First Offer”) to sell the Property to Landlord, in writing and on terms and conditions substantially identical to those proposed for the sale of the Property to a third party. Tenant's First Offer shall, at a minimum, include the following information:
(a) the purchase price proposed for the sale to the third party;
(b) the method of purchase price payment;
(c) the amount and terms of any proposed financing in connection with the proposed purchase;
(d) the amount of any money deposit;
(e) the name, mailing address, and telephone number of the proposed purchaser; and
(f) the other material terms and conditions of the proposed sale of the Property. Landlord shall have 15 calendar days from the date that Tenant's First Offer is presented to Landlord to consider and accept Tenant's First Offer. An acceptance occurs when Landlord gives Tenant a written acceptance of the offer on or before the expiration of the period for Landlord to consider Tenant's First Offer. If Landlord fails to accept Tenant's First Offer within the time prescribed for doing so, the First Offer shall be deemed to have been rejected by Landlord. If Landlord responds to Tenant's First Offer with anything other than an unequivocal acceptance or rejection, the right of first refusal shall terminate and Landlord's response shall be deemed a counter offer to purchase the Property on the terms and conditions in the response (“Counter Offer”). If Landlord's Counter Offer is rejected, Tenant shall have no further obligations under this Section. If Landlord accepts Tenant's First Offer, Landlord and Tenant shall have 30 calendar days following Landlord's acceptance to complete the purchase of the Property. If as a result of an act or omission by Landlord the parties fail to consummate the transaction within the 30 day period, the agreement to purchase the Property and Landlord's right of first refusal under this Section shall terminate. In said instance Tenant would be free to enter into a new agreement for the sale of the Property with a third party. However if by an act or omission of Tenant the parties fail to complete the transaction, Landlord's rights under this Section shall be preserved as to any future sale of the property to a third party.
Sale to a Third Party. If Tenant desires to sell the hangar structure to a third party, Tenant must do so in accordance with Landlord's rights as provided for in Section 4 of this Agreement and in the manner specified in Section 4.4.
Sale to a Third Party. If a sale or transfer of Shares ---------------------- is made by a Stockholder to a third party (except for transfers within the TDF Group, the Berkshire Group, the Centennial Group, the Candover Group, the Nassau Group or otherwise to an Affiliate or to any permitted transferee)(a "Third ----- Party Transferee"), such Shares shall immediately cease to be subject to this ---------------- Agreement and such Third Party Transferee will not become a Stockholder for purposes of this Agreement. If a sale or transfer of Shares results in the selling Stockholder or a permitted transferee ceasing to own any Shares, such selling Stockholder shall cease to be a Stockholder for purposes of this Agreement.
Sale to a Third Party. If a Sale of Shares is made in connection with a simultaneous Sale of shares of Preferred Stock to a Permitted Preferred Stock Transferee that complies with all of the requirements set forth in Section 3.07, such Shares shall be deemed "Shares" and such Permitted Preferred Stock Transferee shall be deemed an "Original Owner" for all purposes of this Agreement. If a Sale of Shares is made to a Third Party (a "Third Party Transferee") that is not a Permitted Preferred Stock Transferee that complies with all of the requirements set forth in Section 3.07, such Shares shall immediately cease to be the subject of this Agreement and such Third Party Transferee will not become an Original Owner for purposes of this Agreement. If a Sale of Shares results in the selling Original Owner ceasing to own any Shares, such selling Original Owner shall cease to be an Original Owner for purposes of this Agreement.
Sale to a Third Party. (a) If the Offeree does not elect to purchase the Offered Shares ( the “Unsold Shares”), the Selling Shareholder may offer to sell the Unsold Shares to any third party at a price and on the terms and conditions no more favourable than those of the Offer within sixty (60) Business Days after the ROFO Closing (if the Offeree has elected to purchase some of the Offered Shares) or after the date on which the Offeree has expressly waived its right to purchase or has elected not to purchase any of the Offered Shares. If the Selling Shareholder fails to complete such sale or transfer within the aforesaid period stipulated in the preceding sentence, no sale or transfer of such Unsold Shares or any part thereof may be made thereafter by the Selling Shareholder without again first offering the same to the Offerees in accordance with the provisions of this Section 4.
(b) During the Proxy Term, any Investor or its Affiliate shall have the right to sell or otherwise transfer any Remaining Shares in accordance with this Section 4 and applicable laws and rules. Without the prior consent from Bitauto, any Investor or its Affiliate shall not sell or otherwise transfer any Subject Shares during the Proxy Term. Notwithstanding any other provisions hereunder, any shares of the Company held by any Investor from time to time that are not Subject Shares or Remaining Shares, at any time including any shares of the Company that the Investors and/or their Controlled Affiliates purchase or otherwise acquire after the Qualified IPO, shall not be subject to any restrictions or undertakings in this Agreement.
Sale to a Third Party. In the event that LS Purchaser does not exercise the ROFO Offer pursuant to Section 6.14(b)(ii), then as a condition of Purchaser selling shares of Preferred Stock or Underlying Common Stock to a third party pursuant to Section 6.14, Purchaser shall send a Tag-Along Notice to LS Purchaser pursuant to Section 6.14(d) hereof.
Sale to a Third Party. Buyer acknowledges and agrees that Seller's obligations hereunder are subject to receipt of higher and better offers from third parties. If Seller receives a higher and better offer from a third party at or before the hearing on the Sale Order and the third party offer is approved by the Bankruptcy Court, this Agreement shall terminate upon the closing of such sale.
Sale to a Third Party. (a) If the Offeree does not elect or is deemed to have not elected to purchase the Offered Shares ( the “Unsold Shares”), the Selling Shareholder may offer to sell the Unsold Shares to any third party at a price and on the terms and conditions no more favourable than those of the Offer within sixty (60) Business Days after the date on which the Offeree has expressly waived its right to purchase or has elected or has been deemed to have elected not to purchase any of the Offered Shares. If the Selling Shareholder fails to complete such sale or transfer within the aforesaid period stipulated in the preceding sentence, no sale or transfer of such Unsold Shares or any part thereof may be made thereafter by the Selling Shareholder without again first offering the same to the Offerees in accordance with the provisions of this Section 4.
(b) During the Proxy Term, the Investor or its Affiliate shall have the right to sell or otherwise transfer any Remaining Shares in accordance with this Section 4 and applicable laws and rules. Without the prior consent from Bitauto, the Investor or its Affiliate shall not sell or otherwise transfer any Subject Shares during the Proxy Term.
Sale to a Third Party. If the Investors and the Company elect not to exercise their rights to purchase the Sale Shares, then the Transferring Founder shall thereafter be free to transfer the Sale Shares on the terms provided in the Founder Notice within 120 days of the date of the Founder Notice.
