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

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. In If neither the event that Company nor the Rightholder has not elected Designees elect 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 under Section 2.2.2, the Selling Stockholder may, subject to any Section 2.3 sell the Offered Securities to a Third Party PurchaserPurchaser on the terms and conditions set forth in the Offering Notice; providedPROVIDED, HOWEVER, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety forty-five (9045) days after of the exercise or earlier to occur of (a) the waiver by the Rightholder Company and/or the Designees of their respective options to purchase the Offered Securities; Securities and (iib) the price for expiration of the Offered Securities for Option Period (the sale earlier of such dates being referred to such Third Party Purchaser is equal to or greater than herein as 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) "CONTRACT DATE"); 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, furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until all of the following conditions are met: (xa) The Selling Stockholder shall deliver to the Company a certificate of a Third Party Purchaser, in form and substance reasonably satisfactory to the Company, stating that (i) 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 Company, contained in this Agreement Section 2.2 and (yii) 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 1.3 hereof. (b) A Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as to the financial ability of this Agreement pursuant such Third Party Purchaser to a Joinder Agreement substantially in consummate the form attached hereto as Schedule 2 (Form of Joinder Agreement)proposed purchase. If such sale is not consummated within ninety forty-five (9045) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders Company, in accordance with this Section 9.012.2.

Sale to a Third Party Purchaser. In Unless the event that Company, the Rightholder has not elected ------------------------------- Virgin Stockholders and/or the Other Stockholders elect 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 under Sections 3.1.2 and 3.1.3, the Selling Stockholder may, subject to any Section 3.1.6, sell the Offered Securities to a Third Party PurchaserPurchaser 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 ninety sixty (9060) days after of the exercise or earlier to occur of (i) the waiver by the Rightholder Company and the Stockholders of their options to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for later to occur of the sale to such Third Party Purchaser is equal to or greater than Option Period and the Offer Price set forth Stockholder Option Period (the earlier of dates in the ROFO Participation Notice that contains the highest Offer Price per Share, (iii) the requirements in Section 9.02 (Tag-Along Rights) (if applicablei) and all other provisions of this Agreement have been complied with respect (ii) being referred to herein as the Third Party Purchaser "Contract Date"); and the Transfer in all material respects; provided, ------------- provided further, that such sale shall not be consummated unless and until all -------- ------- of the following conditions are met: (xa) The Selling Stockholder shall deliver to the Company a certificate of a Third Party Purchaser stating that (i) 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 Company, the Virgin Stockholders and the Shareholders Other Stockholders contained in this Agreement Section 3.1 and (yii) 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 agrees to be bound by the terms and conditions hereof in accordance with Section 2.4 hereof. (b) The consummation of this Agreement pursuant such sale to a Joinder Agreement substantially Third Party Purchaser shall not be subject to any conditions (other than necessary filings under the HSR Act), except that it may be conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and the delivery of stock certificates and a customary legal opinion. (c) A Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as to the form attached hereto as Schedule 2 (Form financial ability of Joinder Agreement)such Third Party Purchaser to consummate the proposed purchase. If such sale is not consummated within ninety thirty (9030) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders Company, the Virgin Stockholders and the Other Stockholders in accordance with this Section 9.013.1.

Sale to a Third Party Purchaser. In the event that the Rightholder has not elected Unless Citadel elects to purchase all (but not less than all) of the Offered SecuritiesSecurities under Section 5.2, the Selling Controlling Shareholder and Rightholder cannot agree on terms during that sent to Citadel the ROFO Negotiation or the ROFO Sale is otherwise not consummated (other than due to material default by the Selling Shareholder), the Selling Shareholder Offering Notice may, subject to Section 9.02 (Tag-Along Rights) (if applicable)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 and on terms not more favorable than the Offered Securities to any Third Party Purchaserterms set forth in the Offering Notice; provided, however, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety thirty (9030) days after the exercise or earlier to occur of (i) the waiver by the Rightholder Citadel of their options its right to purchase the Offered Securities; Securities as set forth in Sections 5.1, 5.2, 5.3 and 5.4 herein and (ii) the price for expiration of the Offered Securities for Option Period (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) “Contract Date”); 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, 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 Citadel that it is aware of the rights and obligations of the JV and the Shareholders 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 of this Agreement pursuant hereof that are applicable to a Joinder Agreement substantially in the form attached hereto as Schedule 2 (Form of Joinder Agreement)Controlling Shareholder. If such sale is not consummated within ninety thirty (9030) days after the execution earlier to occur of (i) the sales contract waiver by Citadel of its options to purchase the offer and (subject to reasonable extensions to ii) the extent regulatory approvals are required in connection with such Transfer, but in Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Controlling Shareholder without again offering the same to the Rightholders Citadel in accordance with this Section 9.01Section.

Sale to a Third Party Purchaser. In the event that the Rightholder has not elected Unless eligible Investors elect to purchase all (but not less than all) of the Offered SecuritiesSecurities under Section 4.2, 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 Controlling Shareholder may, subject to Section 9.02 (Tag-Along Rights) (if applicable)4.8, sell all, but the remaining Offered Securities not purchased by such Investors to the Third Party Purchaser identified in the Offering Notice at a price not less than allthe Offer Price, of and on terms not more favorable than the Offered Securities to any Third Party Purchaserterms set forth in the Offering Notice; provided, however, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety thirty (9030) days after the exercise or earlier to occur of (i) the waiver by the Rightholder eligible Investors of their options respective rights to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Option Period (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) “Contract Date”); 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, 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 eligible Investors that it is aware of the rights and obligations of the JV and the Shareholders such Investors 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 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 1, 2, 3 and 6 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 thirty (9030) days after the execution earlier to occur of (i) the sales contract waiver by eligible Investors of their respective options to purchase the offer and (subject to reasonable extensions to ii) the extent regulatory approvals are required in connection with such Transfer, but in Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders eligible Investors in accordance with this Section 9.01Section.

Sale to a Third Party Purchaser. In Unless the event that Company or the Rightholder has not elected Rightholders elect to purchase all (but not less than all) of the Offered SecuritiesSecurities under Sections 3.1.2 or 3.1.3, 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 Stockholder may, subject to Section 9.02 (Tag-Along Rights) (if applicable)3.1.6, sell all, but not less than all, of the Offered Securities to any a Third Party PurchaserPurchaser 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 and closed within ninety 180 days of the earlier to occur of (90i) days after the exercise or waiver by the Rightholder Company and the Rightholders of their options to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Option Period (the sale to earlier of such Third Party Purchaser is equal to or greater than dates being offered herein as 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) "CONTRACT DATE"); 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, provided further, that such sale shall not be consummated unless and until all of the following conditions are met: (xa) The Selling Stockholder shall deliver to the Company a certificate of the Third Party Purchaser stating that (i) 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 Company and the Shareholders Rightholders, contained in this Agreement Section 3.1, and (yii) 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, as a Stockholder, in accordance with Section 2.4 above. (b) The consummation of this Agreement pursuant such sale to a Joinder Agreement substantially Third Party Purchaser shall not be subject to any conditions (other than necessary filings under the HSR Act), except that it may be conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and the delivery of stock certificates and a customary legal opinion. (c) A Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as to the form attached hereto as Schedule 2 (Form financial ability of Joinder Agreement)such Third Party Purchaser to consummate the proposed purchase. If such sale is not consummated within ninety (90) 180 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Company and the Rightholders in accordance with this Section 9.013.1.

Sale to a Third Party Purchaser. In If neither the event that Company nor the Rightholder has not elected Designees elect 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 under Section 2.1.2, the Selling Stockholder may, subject to any Section 2.3 sell the Offered Securities to a Third Party PurchaserPurchaser on the terms and conditions set forth in the Offering Notice; providedPROVIDED, HOWEVER, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety forty-five (9045) days after of the exercise or earlier to occur of (a) the waiver by the Rightholder Company and/or the Designees of their respective options to purchase the Offered Securities; Securities and (iib) the price for expiration of the Offered Securities for Option Period (the sale earlier of such dates being referred to such Third Party Purchaser is equal to or greater than herein as 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) "Contract Date"); 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, furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until all of the following conditions are met: (xa) The Selling Stockholder shall deliver to the Company a certificate of a Third Party Purchaser, in form and substance reasonably satisfactory to the Company, stating that (i) 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 Company, contained in this Agreement Section 2.1 and (yii) 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 1.3 hereof; and (b) A Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as to the financial ability of this Agreement pursuant such Third Party Purchaser to a Joinder Agreement substantially in consummate the form attached hereto as Schedule 2 (Form of Joinder Agreement)proposed purchase. If such sale is not consummated within ninety forty-five (9045) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders Company, in accordance with this Section 9.012.1.

Sale to a Third Party Purchaser. In Unless the event that Company and/or the Rightholder has not elected Rightholders elect 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 under Sections 3.1.2 and 3.1.3, the Selling Stockholder may, subject to any Section 3.1.6, sell the Offered Securities to a Third Party PurchaserPurchaser 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 ninety (90) days after of the exercise or earlier to occur of (i) the waiver by the Rightholder Company and the Rightholders of their options to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Option Period (the sale to earlier of such Third Party Purchaser is equal to or greater than dates being offered herein as 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) "CONTRACT DATE"); 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, provided further, that such sale shall not be consummated unless and until all of the following conditions are met: (xa) The Selling Stockholder shall deliver to the Company a certificate of a Third Party Purchaser stating that (i) 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 Company, the Sinton Stockholders and the Shareholders General Atlantic Stockholders contained in this Agreement Section 3.1 and (yii) 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. (b) The consummation of this Agreement pursuant such sale to a Joinder Agreement substantially Third Party Purchaser shall not be subject to any conditions (other than necessary filings under the HSR Act), except that it may be conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and conditions (including, compliance with applicable securities laws) and the delivery of stock certificates and a customary legal opinion. (c) A Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as 15 12 to the form attached hereto as Schedule 2 (Form financial ability of Joinder Agreement)such Third Party Purchaser to consummate the proposed purchase. If such sale is not consummated within ninety forty-five (9045) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders Company, the Sinton Stockholders and the General Atlantic Stockholders in accordance with this Section 9.013.1.

Sale to a Third Party Purchaser. In the event that the Rightholder has not elected Unless Eligible Investor elects to purchase all (but not less than all) of the Offered SecuritiesSecurities under Section 4.2, 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 Controlling Shareholder may, subject to Section 9.02 (Tag-Along Rights) (if applicable)4.8, sell all, but the remaining Offered Securities not purchased by such Eligible Investor to the Third Party Purchaser identified in the Offering Notice at a price not less than allthe Offer Price, of and on terms not materially more favorable than the Offered Securities to any Third Party Purchaserterms set forth in the Offering Notice; provided, however, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety thirty (9030) days after the exercise or earlier to occur of (i) the waiver by the Rightholder Eligible Investor of their options its rights to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Option Period (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) “Contract Date”); 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, provided further, that such sale shall not be consummated unless and until (x) prior to the purchase by such Third Party Purchaser shall represent in writing to the JV and the Rightholders that it is aware of the rights and obligations any of the JV and the Shareholders contained in this Agreement and (y) 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 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 1, 2, 3 and 6 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 thirty (9030) days after the execution earlier to occur of (i) the sales contract waiver by Eligible Investor of its option to purchase the offer and (subject to reasonable extensions to ii) the extent regulatory approvals are required in connection with such Transfer, but in Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders Eligible Investor in accordance with this Section 9.01Section.

Sale to a Third Party Purchaser. In Unless the event that the Rightholder has not elected Rightholders elect 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 under Section 3.1(b), the Selling Stockholder may, subject to any Section 3.1(e), sell all, but not less than all, the Offered Securities to a Third Party PurchaserPurchaser 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 ninety thirty (9030) days after the exercise or waiver by expiration of the Rightholder of their options to purchase Option Period (the Offered Securities"Contract Date"); (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 IX, Holdco, Xxxxxxxxx, the JV Company and the Rightholders each Rightholder that it is aware of the rights and obligations of the JV and the Shareholders 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 this Agreement pursuant to a Joinder Agreement substantially 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 form attached hereto as Schedule 2 (Form of Joinder Agreement)Intellectual Property to the Company. If such sale is not consummated within ninety sixty (9060) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders in accordance with this Section 9.013.1.

Sale to a Third Party Purchaser. In Unless the event that the Rightholder has not elected Rightholders elect 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 under Section 3.1(c), the Selling Stockholder may, subject to any Section 3.1(f), sell that number of Offered Securities not being purchased by the Rightholders to a Third Party PurchaserPurchaser on the terms and conditions set forth in the Offering Notice; providedPROVIDED, HOWEVER, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety sixty (9060) days after the exercise or earlier to occur of (i) the waiver by all of the Rightholder Rightholders of their options to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Rightholder Option Period (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) "CONTRACT DATE"); 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, furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the JV Company and the Rightholders each Rightholder that it is aware of the rights and obligations of the JV Company and the Shareholders 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 of this Agreement pursuant to a Joinder Agreement substantially hereof in the form attached hereto as Schedule 2 (Form of Joinder Agreement)accordance with Section 2.4 hereof. If such sale is not consummated within ninety thirty (9030) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders in accordance with this Section 9.013.1.

Sale to a Third Party Purchaser. In Unless the event that Company or the Rightholder has not elected Rightholders elect 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 under Sections 4.1.2 and 4.1.3, the Selling Stockholder may, subject to any Section 4.1.6, sell the Offered Securities to a Third Party PurchaserPurchaser 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 ninety 120 days of the earlier to occur of (90i) days after the exercise or waiver by the Rightholder Company and the Rightholders of their options to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Option Period (the sale to earlier of such Third Party Purchaser is equal to or greater than dates being offered herein as 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) "Contract Date"); 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, provided further, that such sale shall not be consummated unless and until all of the following conditions are met: (xa) The Selling Stockholder shall deliver to the Company a certificate of Third Party Purchaser stating that (i) 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 Company, the Partners Stockholders, the General Atlantic Stockholders, the Wilsxx Xxxckholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders, the Breax Xxxxxx Xxxckholders, the Manolovici Stockholders, the St. Paul Xxxckholders, the Karmanos Stockholders and the Shareholders Motorola Stockholders contained in this Agreement Section 4.1 and (yii) prior to the purchase by such Third Party Purchaser of any 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. (b) The consummation of this Agreement pursuant such sale to a Joinder Agreement substantially Third Party Purchaser shall not be subject to any conditions (other than necessary filings under the HSR Act), except that it may be conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and the delivery of stock certificates and a customary legal opinion. (c) A Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as to the form attached hereto as Schedule 2 (Form financial ability of Joinder Agreement)such Third Party Purchaser to consummate the proposed purchase. If such sale is not consummated within ninety forty-five (9045) 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 Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Rightholders Company, the Partners Stockholders, the General Atlantic Stockholders, the Wilsxx Xxxckholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders, the Breax Xxxxxx Xxxckholders, the Manolovici Stockholders, the St. Paul Xxxckholders, the Karmanos Stockholders and the Motorola Stockholders in accordance with this Section 9.014.1.

Sale to a Third Party Purchaser. In the event that the Rightholder has not elected Unless Citadel elects to purchase all (but not less than all) of the Offered SecuritiesSecurities under Section 4.2, 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 Controlling Shareholder may, subject to Section 9.02 (Tag-Along Rights) (if applicable)4.8, 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 and on terms not more favorable than the Offered Securities to any Third Party Purchaserterms set forth in the Offering Notice; provided, however, that (i) such sale is bona fide and made pursuant to a contract entered into within ninety thirty (9030) days after the exercise or earlier to occur of (i) the waiver by the Rightholder Citadel of their options its right to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Option Period (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) “Contract Date”); 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, 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 Citadel that it is aware of the rights and obligations of the JV and the Shareholders 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 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 1, 2, 3 and 6 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 thirty (9030) days after the execution ealier to occur of (i) the sales contract waiver by Citadel of its options to purchase the offer and (subject to reasonable extensions to ii) the extent regulatory approvals are required in connection with such Transfer, but in Contract Date for any event not to exceed one hundred and eighty (180) days after the execution of the sales contract)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 Controlling Shareholder without again offering the same to the Rightholders Citadel in accordance with this Section 9.01Section.