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

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. Unless the Non-Selling Shareholders and Company and/or the Company Rightholders elect to purchase all, but not less than all, of all the Offered Securities under Sections 2.3(b3.1(b) and 2.3(c3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder Stockholder may sell all, but any remaining Excess Offered Securities to a Third Party Purchaser at a price not less than all, of the remaining Offered Securities Offer Price and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser and on the same terms and conditions 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: of (i) the exercise or waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; 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 shall represent in writing to the Company and 4.2 hereofeach Rightholder that it is aware of the rights of the Company and the Stockholders contained in this Agreement. 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 of such remaining Excess Offered Securities may be made thereafter by the Selling Shareholder Stockholder without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b) and 2.3(cSection 3.1(b), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may may, subject to Section 3.1(f), sell all, but not less than all, of the remaining Offered Securities to the a Third Party Purchaser and on the same 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: of (i) the waiver by all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “Contract Date”"CONTRACT DATE"); and provided furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until prior to the purchase by such Third Party Purchaser complies 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 Sections 2.2 and 4.2 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 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 Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b) and 2.3(cSection 3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may Stockholder may, subject to Section 3.1(f), sell all, but not less than all, that number of the remaining Offered Securities not being purchased by the Rightholders to the a 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: of (i) the waiver by all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “"Contract Date”"); and provided further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser complies 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 Sections 2.2 and 4.2 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 Shareholder Stockholder without again offering the same to the Non-Selling Shareholders and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and the Company Eligible Investors elect to purchase all, but not less than all, all of the Offered Securities under Sections 2.3(b) and 2.3(c)Section 4.2, but in any event the Controlling Shareholder may, subject to Articles 3 and 4 of this AgreementSection 4.8, the Selling Shareholder may sell all, but not less than all, of the remaining Offered Securities not purchased by such Eligible Investors to the Third Party Purchaser identified in the Offering Notice at a price not less than the Offer Price, and on terms not materially more favorable than 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 thirty (6030) days after the earlier to occur of: of (i) the waiver by all of the Non-Selling Shareholders and the Company Eligible Investors of their options respective rights to purchase the Offered Securities; 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 prior to the purchase by such Third Party Purchaser complies of any of such Offered Securities, such Third Party Purchaser shall become a party to this Agreement and agree to be bound by the terms and conditions hereof that are applicable to the Controlling Shareholder, provided that if such Third Party Purchaser, together with any other Third Party Purchasers and on an aggregated basis, owns less than 10% of the Company’s outstanding capital stock on an as-converted, fully diluted basis following such sale, then such Third Party Purchaser shall not be bound by Sections 2.2 1, 2, 3 and 4.2 hereof6 of this Agreement. If such sale is not consummated within thirty (30) days after the earlier to occur of (i) the waiver by Eligible Investors of their respective 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 of such Offered Securities may be made thereafter by the Selling such Controlling Shareholder without again offering the same to the Non-Selling Shareholders and the Company Eligible Investors in accordance with this Section 2.3Section.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Company and/or the Company Rightholders elect to purchase all, but not less than all, of all the Offered Securities under Sections 2.3(b3.1(b) and 2.3(c3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder Stockholder may sell all, but any remaining Excess Offered Securities to a Third Party Purchaser at a price not less than all, of the remaining Offered Securities Offer Price and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser and on the same terms and conditions 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: of (i) the exercise or waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Option Period (the “Contract Date”"CONTRACT DATE"); and provided furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until such Third Party Purchaser complies with Sections 2.2 shall represent in writing to the Company and 4.2 hereofeach Rightholder that it is aware of the rights of the Company and the Stockholders contained in this Agreement. 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 of such remaining Excess Offered Securities may be made thereafter by the Selling Shareholder Stockholder without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Company and/or the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b3.1(b) and 2.3(c3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may may, subject to Section 3.1(f), sell all, but not less than all, of the remaining Offered Securities to the a 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: of (i) the waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “Contract Date”); and provided further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser complies shall represent in writing to the Company and each Rightholder that it is aware of the rights and obligations of the Company and the 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 Sections 2.2 and 4.2 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 Shareholder without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Company and/or the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b3.1(b) and 2.3(c3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may may, subject to Section 3.1(f), sell all, but not less than all, of the remaining unpurchased Offered Securities to the a 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: of (i) the waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “Contract Date”); and provided further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser complies shall represent in writing to the Company and each Rightholder that it is aware of the rights of the Company and the 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 Sections 2.2 and 4.2 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 Shareholder without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Company and/or the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b7.4(b) and 2.3(c7.4(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder Purchaser may sell all, but not less than all, of the remaining Offered Securities to the a Third Party Purchaser and on the same 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: of (i) the waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “"Contract Date”"); and provided furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until prior to the purchase by such Third Party Purchaser complies with Sections 2.2 of any of such Offered Securities, such Third Party Purchaser shall become a party to this Agreement and 4.2 shall agree to be bound by the terms and conditions 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 of such Offered Securities may be made thereafter by the Selling Shareholder Purchaser without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.37.4.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Company and/or the Company ------------------------------- Rightholders elect to purchase all, but not less than all, of all the Offered Securities under Sections 2.3(b3.1(b) and 2.3(c3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder Stockholder may sell all, but any remaining Excess Offered Securities to a Third Party Purchaser at a price not less than all, of the remaining Offered Securities Offer Price and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser and on the same terms and conditions 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: of (i) the exercise or waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; 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 shall represent in writing to the Company and 4.2 hereofeach Rightholder that it is aware of the rights of the Company and the Stockholders contained in this Agreement. 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 of such remaining Excess Offered Securities may be made thereafter by the Selling Shareholder Stockholder without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Company and/or the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b3.1(b) and 2.3(c3.1(c), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may may, subject to Section 3.1(f), sell all, but not less than all, of the remaining Offered Securities to the a 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: of (i) the waiver by the Company and all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “Contract Date”); and provided provided, further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser complies shall represent in writing to the Company and each Rightholder that it is aware of the rights of the Company and the 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 Sections 2.2 and 4.2 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 Shareholder without again offering the same to the Non-Selling Shareholders Company and the Company Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and Rightholders or the Company elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(bSection 3.1(b) and 2.3(cor 3.1(c), but in any event subject to Articles 3 and 4 of this Agreementrespectively, the Selling Shareholder Stockholder 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 forty-five (6045) days after the earlier to occur of: of (i) the waiver (or deemed waiver) by all of the Non-Selling Shareholders Rightholders and the Company of their options to purchase the Offered Securities; 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 complies shall represent in writing to each Rightholder and the Company that it is aware of the rights of the Rightholders and the Company contained in this Agreement and (y) concurrently with Sections 2.2 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 4.2 hereofshall agree to be bound by the terms and conditions hereof in accordance with Section 2.4. 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 of such Offered Securities may be made thereafter by the Selling Shareholder Stockholder without again offering the same to the Non-Selling Shareholders Rightholders and the Company in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the Non-Selling Shareholders and the Company Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 2.3(b) and 2.3(cSection 3.1(b), but in any event subject to Articles 3 and 4 of this Agreement, the Selling Shareholder may may, subject to Section 3.1(f), sell all, but not less than all, of the remaining Offered Securities to the a 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 thirty (6030) days after the earlier to occur of: of (i) the waiver by all of the Non-Selling Shareholders and the Company Rightholders of their options to purchase the Offered Securities; Securities and (ii) the expiration of the Company Rightholder Option Period (the “"Contract Date”"); and provided further, that such sale shall not be consummated unless and until prior to the purchase by such Third Party Purchaser complies 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 Sections 2.2 and 4.2 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 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 Rightholders in accordance with this Section 2.33.1.

Sale to a Third Party Purchaser. Unless the NonCompany and/or the non-Selling selling Shareholders and the Company elect to purchase all, but not less than all, all of the Offered Securities or Excess Offered Shares under Sections 2.3(b) and 2.3(c), but in any event subject to Articles 3 and 4 of this Agreement3.1.1 or 3.1.2, the Selling Shareholder may sell all, but not less than all, of the remaining Remaining Offered Securities Shares to the Third Party Purchaser and identified in the Offer Notice on the same 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: of (i) the waiver by all of the Non-Selling Shareholders and the Company or non-selling Shareholders of their respective options to purchase the Offered Securities; under Sections 3.1.1 and 3.1.2 and (ii) the 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”); and provided further, that such sale shall not be consummated unless and until such the Third Party Purchaser complies with Sections 2.2 and 4.2 hereofagrees in writing to be bound by the terms of 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 of such the Remaining Offered Securities Shares may be made thereafter by the Selling Shareholder without again offering the same to the Non-Selling Shareholders Company and the Company other Shareholders, in accordance with this Section 2.33.1.