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

Sale to a Third Party Purchaser. Unless the Company and/or the Rightholders elect to purchase all the Offered Securities under Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Section 3.1(f), sell any remaining Offered Securities to a Third Party Purchaser at a price not less than the price set forth in the Offering Notice and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser than those set forth in the Offering Notice; provided, however, that such sale is bona fide and made pursuant to a contract within thirty (30) days after the earlier to occur of (i) the exercise or waiver by the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Company Option Period (the "Contract Date"); and provided further, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Rightholder that it is aware of the rights of the Company and the Stockholders contained in this Agreement and (y) prior to the purchase by such Third Party Purchaser of any of such Offered Securities such Third Party Purchaser shall become a party to this Agreement and shall agree to be bound by the terms and conditions hereof in accordance with Section 2.

Sale to a Third Party Purchaser. Unless If the Company and/or the Rightholders does not elect to purchase all of the Offered Securities under Sections Section 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Article II and Section 3.1(f3.1(e), sell any remaining all, but not less than all, of the Offered Securities to a Third Party Purchaser at a price not less than on the price set forth in the Offering Notice and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser than those set forth in the Offering Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within thirty sixty (3060) days after the earlier to occur of (i) the exercise or waiver by the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Company Option Period (the "“Contract Date"”); and provided 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 22.4 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. Unless the Company and/or the Rightholders elect to purchase all the Offered Securities under Sections 3.1(b) and 3.1(c), the Selling Stockholder may, subject to Section 3.1(f), sell any remaining Offered Securities to a Third Party Purchaser at a price not less than the price set forth in the Offering Notice and otherwise on terms and conditions not materially more favorable to the Third Party Purchaser than those set forth in the Offering Notice; providedPROVIDED, howeverHOWEVER, that such sale is bona fide and made pursuant to a contract within thirty (30) days after the earlier to occur of (i) the exercise or waiver by the Company and all of the Rightholders of their options to purchase the Offered Securities and (ii) the expiration of the Company Option Period (the "Contract DateCONTRACT DATE"); and provided furtherPROVIDED FURTHER, that such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Rightholder that it is aware of the rights of the Company and the Stockholders contained in this Agreement and (y) prior to the purchase by such Third Party Purchaser of any of such Offered Securities such Third Party Purchaser shall become a party to this Agreement and shall agree to be bound by the terms and conditions hereof in accordance with Section 2.

Sale to a Third Party Purchaser. Unless the Company and/or the Rightholders elect Offeree elects to purchase all all, but not less than all, of the Offered Securities under Sections 3.1(b) and 3.1(c)Shares, the Selling Stockholder mayShareholder may sell all, subject to Section 3.1(f)but not less than all, sell any remaining of the Offered Securities Shares to a Third Party Purchaser at a price not less than on the price terms and conditions contained in the Third Party Offer as set forth in the Offering Notice and otherwise on terms and conditions not materially more favorable and, subject to the Section 5.1(c), such Third Party Purchaser than those set forth in shall be entitled to the Offering Noticerights 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 thirty sixty (3060) days after the earlier to occur of (i) the exercise or waiver by the Company and all Offeree of the Rightholders of their options its option to purchase the Offered Securities and (ii) the expiration of the Company Offeree Option Period (the "Contract Date"); and provided 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 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 Securities Shares, 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 2applicable 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.

Sale to a Third Party Purchaser. Unless the Company and/or the Rightholders elect to purchase all all, but not less than all, of the Offered Securities under Sections 3.1(b) and 3.1(c), the Selling Stockholder Shareholder may, subject to Section 3.1(f), sell any remaining all, but not less than all, the Offered Securities to a Third Party Purchaser at a price not less than the price set forth in the Offering Notice Offer Price and otherwise on the terms and conditions not materially more favorable to the 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 thirty sixty (3060) 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 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 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 22.4 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 Company and the Rightholders in accordance with this Section 3.1.