Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and the Company elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b) and 2.3(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may sell all, but not less than all, of the remaining Offered Securities to the Third Party Purchaser and on the same terms and conditions set forth in the Offering Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within sixty (60) days after the earlier to occur of: (i) the waiver by all of the Non-Selling Shareholders and the Company of their options to purchase the Offered Securities; and (ii) the expiration of the Company Option Period (the “Contract Date”); and provided further, that such sale shall not be consummated unless and until such Third Party Purchaser complies with Sections 2.2 and 4.2 hereof. If such sale is not consummated within thirty (30) days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Selling Shareholder without again offering the same to the Non-Selling Shareholders and the Company in accordance with this Section 2.3.
Sale to a Third Party Purchaser. In the event that the Rightholder has not elected to purchase all (but not less than all) of the Offered Securities, the Selling Shareholder and Rightholder cannot agree on terms during the ROFO Negotiation or the ROFO Sale is otherwise not consummated (other than due to material default by the Selling Shareholder), the Selling Shareholder may, subject to Section 9.02 (Tag-Along Rights) (if applicable), sell all, but not less than all, of the Offered Securities to any Third Party Purchaser; provided, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety (90) days after the exercise or waiver by the Rightholder of their options to purchase the Offered Securities; (ii) the price for the Offered Securities for the sale to such Third Party Purchaser is equal to or greater than the Offer Price set forth in the ROFO Participation Notice that contains the highest Offer Price per Share, (iii) the requirements in Section 9.02 (Tag-Along Rights) (if applicable) and all other provisions of this Agreement have been complied with respect to the Third Party Purchaser and the Transfer in all material respects; provided, further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the JV and the Rightholders that it is aware of the rights and obligations of the JV and the Shareholders contained in this Agreement and (y) such Third Party Purchaser shall become a party to this Agreement and shall agree to be bound by the terms and conditions of this Agreement pursuant to a Joinder Agreement substantially in the form attached hereto as Schedule 2 (Form of Joinder Agreement). If such sale is not consummated within ninety (90) days after the execution of the sales contract (subject to reasonable extensions to the extent regulatory approvals are required in connection with such Transfer, but in any event not to exceed one hundred and eighty (180) days after the execution of the sales contract), then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Selling Shareholder without again offering the same to the Rightholders in accordance with this Section 9.01.
Sale to a Third Party Purchaser. Unless the Company and/or the Rightholders elect to purchase all the Offered Securities under Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Section 3.1(f), sell any remaining Offered Securities to a Third Party Purchaser at a price not less than the price set forth in the Offering Notice and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser than those set forth in the Offering Notice; provided, however, that such sale is bona fide and made pursuant to a contract within thirty (30) days after the earlier to occur of (i) the exercise or waiver by the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Company Option Period (the "Contract Date"); and provided further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Rightholder that it is aware of the rights of the Company and the Stockholders contained in this Agreement and (y) prior to the purchase by such Third Party Purchaser of any of such Offered Securities such Third Party Purchaser shall become a party to this Agreement and shall agree to be bound by the terms and conditions hereof in accordance with Section 2.
Sale to a Third Party Purchaser. Unless Loeb, the Company ------------------------------- and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under this Section 3.1, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made -------- ------- pursuant to a contract entered into within ninety (90) days of the earlier to occur of (a) the waiver by Loeb, the Company and/or the Rightholders of their options to purchase the Offered Securities and (b) the expiration of the Option Period (for purposes of this Section 3.1.5, the earlier of such dates being referred to herein as the "Contract Date"). If such sale is not consummated ------------- within ninety (90) days of the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders, Xxxxxx and Xxxx in accordance with this Section 3.1.
Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and the Company elect to purchase all, but not less than all, of the Offered Securities under Sections
Sale to a Third Party Purchaser. Unless the Company elects to purchase the Sale Shares under Section 2.2, the Transferring Stockholder may, subject to the SGCP Transfer Consent and Section 2.5, if applicable, sell the Sale Shares (the "Third Party Sale Shares") to a third party purchaser (a "Third Party Purchaser") on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the TS Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made pursuant to a contract entered into within 30 days of the earlier to occur of (a) the waiver by the Company of its option to purchase the Third Party Sale Shares and (b) the expiration of the Option Period (for purposes of this Section 2.4, the earlier of such dates being referred to herein as the "Contract Date"). If such sale is not consummated within 90 days of the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Third Party Sale Shares may be made thereafter by the Transferring Stockholder without again offering the same to the Company in accordance with this Article II.
Sale to a Third Party Purchaser. Unless the Remaining ------------------------------- Shareholders elect to purchase all, but not less than all, of the Offered Shares under Section 3.1.2, the Selling Shareholder may, subject to Section 3.2 below, sell the Offered Shares to the third party purchaser specified in the Selling Shareholder Notice on the terms and conditions set forth in the Selling Shareholder Notice, provided that such sale is consummated within sixty (60) -------- calendar days of the earlier to occur of (a) the waiver by all Remaining Shareholders of their right to purchase the Offered Shares or (b) the expiration of the of the seven (7)-day period referred to in Section 3.1.2(a) (or the five (5)-day period specified in Section 3.1.2(a) if applicable). If such sale is not consummated within such sixty (60)-day period for any reason, then the restrictions provided for herein shall again become effective, and no transfer of Offered Shares may be made thereafter by the Selling Shareholder without again offering the same to the Remaining Shareholders in accordance with this Section 3.1
Sale to a Third Party Purchaser. If the Series C Transferor does not accept, or is deemed not to accept, the offer in the ROFO Exercise Notice or the Founder does not deliver a ROFO Exercise Notice within the ROFO Exercise Period, the Series C Transferor may sell all of the Series C Transfer Shares to any person other than a Competitor (the “Third Party Purchaser”) provided that (1) such sale is bona fide, (2) if a ROFO Exercise Notice is delivered, the price for the sale to the Third Party Purchaser is at a price not less than the price set forth in the ROFO Exercise Notice and the sale is otherwise on terms and conditions no less favorable to the Series C Transferor than those set forth in the ROFO Exercise Notice.
Sale to a Third Party Purchaser. 6.1 Subject to the provisions of this Clause 6, AIL shall have sole discretion to structure the Disposal to a Third Party Purchaser provided that, notwithstanding the definition of “Disposal”, any Disposal pursuant to this Clause 6 shall be a Disposal of all (and not part only) of the Kabel Shares.
6.2 Subject to the provisions of Clauses 6 and 7, from and after the AIL Step-in Date, AIL shall use its reasonable endeavours to effect in a timely fashion an orderly competitive sales process to effect a Disposal to a Third Party Purchaser for such consideration and on such terms and conditions as AIL may determine.
6.3 Following any Disposal, payments shall be made by AIL and/or Liberty (as relevant) in accordance with a Cash Settlement pursuant to the terms of the Total Return Swap.
Sale to a Third Party Purchaser. 9.1 In the event that the Condition set out in Clause 4.1(b) is not satisfied by the Long Stop Day, or if prior to the Long Stop Day the Irish Competition Authority or the Minister has expressly and conclusively refused to grant the approval necessary for the sale of the Xxxxxx Xxxxxxx SPV to UGC, without prejudice to any UGC Obligation which shall continue to have full force and effect (save where the failure to satisfy or refusal (as the case may be) is due to fraud or wilful misconduct on the part of an Indemnified Person), Xxxxxx Xxxxxxx shall exercise the Call Option under Clause 9.2 and shall effect a Disposal to a Third Party Purchaser for such consideration and on such terms and conditions as Xxxxxx Xxxxxxx may determine in its absolute discretion.
9.2 UGC hereby grants (for €1, receipt of which is hereby acknowledged by UGC) to Xxxxxx Xxxxxxx an option to require UGC to sell all amounts owing to UGC at any time under the UGC Loan Agreement to Xxxxxx Xxxxxxx or its nominee (the Call Option) immediately prior to and solely in connection with a Disposal to a Third Party Purchaser pursuant to Clause 9.1, or immediately prior to and solely in connection with an Asset Realisation or Liquidation pursuant to Clause 10.1. The Call Option shall be exercisable in consideration for Xxxxxx Xxxxxxx’x agreement to pay to UGC an amount equal to the Third Party Consideration as adjusted in accordance with Clause 9.5 and Clause 9.6, provided that if the Third Party Consideration is nil the Call Option shall still be exercisable. In the event that the Third Party Consideration becomes payable to UGC, Xxxxxx Xxxxxxx shall be entitled to set-off any amounts owing to it and only account to UGC for the residual amount (if any).
9.3 Xxxxxx Xxxxxxx shall exercise the Call Option by delivery of a notice (in the form in Schedule 3 to this Agreement) (the Call Option Notice) to UGC before 3 p.m. on any Business Day, subject to the provisions of Clause 9.2. UGC shall before 12 noon on the Business Day following the Business Day on which a Call Option Notice was sent, execute a Transfer Certificate (as defined in the UGC Loan Agreement) in accordance with Clause 8 of the UGC Loan Agreement effecting the novation of all amounts owing to UGC under the UGC Loan Agreement to Xxxxxx Xxxxxxx or its nominee in accordance with Clause 9.2. UGC has assigned all of its rights and benefits under the UGC Loan Agreement by way of security to Xxxxxx Xxxxxxx. It is expressly acknowledged that...
