Common use of Sale to a Third Party Purchaser Clause in Contracts

Sale to a Third Party Purchaser. If the Company does not elect to purchase all of the Offered Securities under Section 3.1(b), the Selling Stockholder may, subject to Article II and Section 3.1(e), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the 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 waiver by the Company to purchase the Offered Securities (the “Contract Date”); provided, further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company 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 2.4 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 Stockholder without again offering the same to the Company in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Non-Selling Shareholders and the Company does not elect to purchase all of the Offered Securities under Section 3.1(b), the Selling Stockholder may, subject to Article II and Section 3.1(e), sell 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 a 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 Securities; and (ii) the expiration of the Company Option Period (the “Contract Date”); provided, 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 that it is aware of the rights of the Company complies with Sections 2.2 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Non-Selling Shareholders and the Company in accordance with this Section 3.12.3.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the 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 the 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 entered into within sixty thirty (6030) 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”"); provided, 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, 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 2.4 hereof2.4. 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again 105 12 offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Article II and Section 3.1(e), may sell all, but not less than all, of the any remaining Excess Offered Securities to a Third Party Purchaser at a price not less than the Offer Price and otherwise on the 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 entered into within sixty thirty (6030) 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”"); provided, 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 2.4 hereofAgreement. 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 effectiveeffective as to such remaining Excess Offered Securities, and no Transfer transfer of such remaining Excess Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section 3.1(b), the Selling Stockholder Shareholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; providedPROVIDED, howeverHOWEVER, that such sale is bona fide and made pursuant to a contract entered into within sixty thirty (6030) days after the earlier to occur of (i) the waiver by all of the Company Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “Contract Date”"CONTRACT DATE"); provided, furtherand PROVIDED FURTHER, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company 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 2.4 hereof. If such sale is not consummated within thirty (30) days after on or before the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not Rightholders elect to purchase all of the Offered Securities under Section 3.1(b), the Selling Stockholder may, subject to Article II and Section 3.1(e), sell all, but not less than all, of the Offered Securities under Section 3.1(c), the Selling Stockholder may, subject to Section 3.1(f), sell that number of Offered Securities not being purchased by the Rightholders to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; providedPROVIDED, howeverHOWEVER, 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 Company Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “Contract Date”"CONTRACT DATE"); provided, furtherand 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Company Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder Shareholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the unpurchased Offered Securities to a Third Party Purchaser on the 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 the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “Contract Date”); provided, 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 Shareholders 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Article II and Section 3.1(e), may sell all, but not less than all, of the any remaining Excess Offered Securities to a Third Party Purchaser at a price not less than the Offer Price and otherwise on the terms and conditions not materially more favorable to the Third Party Purchaser than those set forth in the Offering Notice; providedPROVIDED, howeverHOWEVER, that such sale is bona fide and made pursuant to a contract entered into within sixty thirty (6030) 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”"CONTRACT DATE"); provided, furtherand 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 2.4 hereofAgreement. 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 effectiveeffective as to such remaining Excess Offered Securities, and no Transfer transfer of such remaining Excess Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If the Company does not elect Unless Citadel elects to purchase all of the Offered Securities under Section 3.1(b)5.2, the Selling Stockholder Controlling Shareholder that sent to Citadel the Offering Notice may, subject to Article II and Section 3.1(e)5.8, sell all, but the remaining Offered Securities not purchased by Citadel to the Third Party Purchaser identified in the Offering Notice at a price not less than allthe Offer Price, of the Offered Securities to a Third Party Purchaser and on terms not more favorable than the 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 thirty (6030) days after the earlier to occur of (i) the waiver by the Company Citadel of its right to purchase the Offered Securities as set forth in Sections 5.1, 5.2, 5.3 and 5.4 herein and (ii) the expiration of the Option Period (the “Contract Date”); provided, 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 Citadel that it is aware of the rights of the Company and the Stockholders Citadel 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 2.4 hereofthat are applicable to the Controlling Shareholder. If such sale is not consummated within thirty (30) days after the earlier to occur of (i) the waiver by Citadel of its options to purchase the offer and (ii) the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder Controlling Shareholder without again offering the same to the Company Citadel in accordance with this Section 3.1Section.

Sale to a Third Party Purchaser. If Unless the Company does not Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section 3.1(b), the Selling Stockholder Shareholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the 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 thirty (6030) days after the earlier to occur of (i) the waiver by all of the Company Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “"Contract Date”"); provided, 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 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 2.4 hereof. If such sale is not consummated within thirty (30) days after on or before the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the non-selling Shareholders elect to purchase all of the Offered Securities or Excess Offered Shares under Section 3.1(b)Sections 3.1.1 or 3.1.2, the Selling Stockholder may, subject Shareholder may sell the Remaining Offered Shares to Article II and Section 3.1(e), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser identified in the Offer Notice on the terms and conditions set forth in the Offering Offer Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within sixty ninety (6090) days after of the earlier to occur of (i) the waiver by the Company or non-selling Shareholders of their respective options to purchase under Sections 3.1.1 and 3.1.2 and (ii) the Offered Securities expiration of the Company Option Period and the Shareholder Option Period without being exercised (the earlier of such dates being referred to herein as the “Contract Date”); provided, and provided further, that such sale shall not be consummated unless and until (x) such the Third Party Purchaser shall represent agrees in writing to the Company 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 2.4 hereofof this Agreement as a Shareholder. If such the sale to the Third Party Purchaser is not consummated within thirty ninety (3090) days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such the Remaining Offered Securities Shares may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company and the other Shareholders, in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder Shareholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the 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 the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “Contract Date”); provided, 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 and obligations of the Company and the Stockholders Shareholders 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the 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 the 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 entered into within sixty thirty (6030) 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”"); provided, 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, 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 2.4 hereof2.4. If such sale is not consummated within thirty (30) days after the Contract Date for any reason, then the restrictions provided pro- vided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Rightholders or the Company does not elect to purchase all all, but not less than all, of the Offered Securities under Section 3.1(b) or 3.1(c), respectively, the Selling Stockholder may, subject to Article II and Section 3.1(e), may sell all, but not less than all, of the Offered Securities to a the Third Party Purchaser on the 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 forty-five (6045) days after the earlier to occur of (i) the waiver (or deemed waiver) by all of the Rightholders and the Company of their options to purchase the Offered Securities and (ii) the expiration of the Company Option Period (the “Contract Date”); provided, and provided further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to each Rightholder and the Company that it is aware of the rights of the Company Rightholders and the Stockholders Company contained in this Agreement and (y) prior to concurrently with the purchase by such Third Party Purchaser of any of such Offered Securities, such Third Party Purchaser shall become a party to this Agreement as an Other Stockholder and shall agree to be bound by the terms and conditions hereof in accordance with Section 2.4 hereof2.4. If such sale is not consummated within thirty forty five (3045) days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Rightholders and the Company in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section 3.1(bSections 7.4(b) and 7.4(c), the Selling Stockholder may, subject to Article II and Section 3.1(e), Purchaser may sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; providedPROVIDED, howeverHOWEVER, that such sale is bona fide and made pursuant to a contract entered into within sixty (60) 60 days after the earlier to occur of (i) the waiver by the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “"Contract Date”"); provided, furtherand PROVIDED FURTHER, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company 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 2.4 hereof. If a contract for such sale is not executed by the Contract Date or such sale is not consummated within thirty (30) 30 days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder Purchaser without again offering the same to the Company and the Rightholders in accordance with this Section 3.17.4.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the 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 the 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 entered into within sixty thirty (6030) 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”"); provided, 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, 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 2.4 hereof2.4. 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again 30 12 offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not Rightholders elect to purchase all of the Offered Securities under Section 3.1(b), the Selling Stockholder may, subject to Article II and Section 3.1(e), sell all, but not less than all, of the Offered Securities under Section 3.1(c), the Selling Stockholder may, subject to Section 3.1(f), sell that number of Offered Securities not being purchased by the Rightholders to a Third Party Purchaser on the 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 Company Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “"Contract Date”"); provided, 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Company Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not elect Offeree elects to purchase all all, but not less than all, of the Offered Securities under Section 3.1(b)Shares, the Selling Stockholder may, subject to Article II and Section 3.1(e), Shareholder may sell all, but not less than all, of the Offered Securities Shares to a Third Party Purchaser on the terms and conditions contained in the Third Party Offer as set forth in the Offering NoticeNotice and, subject to Section 5.1(c), such Third Party Purchaser shall be entitled to the rights of the Selling Shareholder as a Holder pursuant to Article V; 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 the Company Offeree of its option to purchase the Offered Securities and (ii) the expiration of the Offeree Option Period (the “"Contract Date”"); 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 the Offeree that it is aware of the rights of first refusal of the Company and the Stockholders Offeree contained in this Agreement and of the other terms and conditions hereof and (y) prior to the purchase by such Third Party Purchaser of any of such Offered SecuritiesShares, such Third Party Purchaser shall become a party to this Agreement and shall agree to be bound by all the terms and conditions hereof in accordance with Section 2.4 hereofapplicable to the Selling Shareholder; provided, however, that the rights of any party hereto as of the date hereof to nominate a director to the Board is non-transferable. 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 Stockholder without again offering the same to the Company in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all of the Offered Securities under Section 3.1(b), the Selling Stockholder may, subject to Article II and Section 3.1(e), sell all, but not less than all, of the Offered Securities under Sections 3.1(b) and 3.1(c), the Selling Shareholder may, subject to Section 3.1(f), sell all, but not less than all, the Offered Securities to a Third Party Purchaser at a price not less than the Offer Price and otherwise on the terms and conditions not more favorable to such 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 entered into within sixty (60) days after the earlier to occur of (i) the waiver by the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder Option Period (the “Contract Date”); provided, 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 Shareholders 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section 3.1(b), the Selling Stockholder may, subject to Article II and Section 3.1(e), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; provided, however, that (i) such sale is bona fide and made pursuant to a contract entered into within sixty thirty (6030) days after the waiver by expiration of the Company to purchase the Offered Securities Rightholder Option Period (the “"Contract Date”"); provided, further, that (ii) such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to IX, Holdco, Xxxxxxxxx, the Company and each Rightholder that it is aware of the rights of the Company and the Major 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 2.4 hereof and (iii) if such Third Party Purchaser is acquiring 50% or more of the issued and outstanding IX Common Stock within four (4) years of the date hereof, then IX shall have transferred all right, title and interest in the Intellectual Property to the Company. If such sale is not consummated within thirty sixty (3060) days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Transfer transfer of such Offered Securities may be made thereafter by the Selling Stockholder without again offering the same to the Company Rightholders in accordance with this Section 3.1.

Sale to a Third Party Purchaser. If Unless the Company does not and/or the Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Section Sections 3.1(b) and 3.1(c), the Selling Stockholder Shareholder may, subject to Article II and Section 3.1(e3.1(f), sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the 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 the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Rightholder 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 Shareholders 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 2.4 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 transfer of such Offered Securities may be made thereafter by the Selling Stockholder Shareholder without again offering the same to the Company and the Rightholders in accordance with this Section 3.1.