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 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 Eligible 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 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 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) 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 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 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 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 Securities under Sections 3.1(b) 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 Shareholder3.1(c), the Selling Shareholder Stockholder may, subject to Section 9.02 (Tag-Along Rights) (if applicable3.1(f), sell all, but any remaining Offered Securities to a Third Party Purchaser at a price not less than all, of the Offered Securities price set forth in the Offering Notice and otherwise on terms and conditions not materially more favorable to any the Third Party PurchaserPurchaser than those 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 thirty (9030) days after the earlier to occur of (i) the exercise or waiver by the Rightholder Company and all of the Rightholders of their options to purchase the Offered Securities; Securities and (ii) the price for expiration of the Offered Securities for Company 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. 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 Company and the Rightholders 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 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.

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.