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

Sale to a Third Party Purchaser. If neither the Company nor the Designees elect to purchase all, but not less than all, of the Offered Securities under Section 2.2.2, the Selling Stockholder may, subject to Section 2.3 sell the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; PROVIDED, HOWEVER, that such sale is bona fide and made pursuant to a contract entered into within forty-five (45) days of the earlier to occur of (a) the waiver by the Company and/or the Designees of their respective options to purchase the Offered Securities and (b) the expiration of the Option Period (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 all of the following conditions are met:

Appears in 2 contracts

Samples: Stockholders Agreement (Exe Technologies Inc), Stockholders Agreement (Exe Technologies Inc)

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Sale to a Third Party Purchaser. If neither Unless the Company nor and/or the Designees Rightholders elect to purchase all, but not less than all, of the Offered Securities under Section 2.2.2Sections 3.1.2 and 3.1.3, the Selling Stockholder may, subject to Section 2.3 3.1.6, sell the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; PROVIDEDprovided, HOWEVERhowever, that such sale is bona fide and made pursuant to a contract entered into within forty-five ninety (4590) days of the earlier to occur of (ai) the waiver by the Company and/or and the Designees Rightholders of their respective options to purchase the Offered Securities and (bii) the expiration of the Option Period (the earlier of such dates being referred to offered herein as the "CONTRACT DATE"); and PROVIDED FURTHERprovided further, that such sale shall not be consummated unless and until all of the following conditions are met:

Appears in 1 contract

Samples: Stockholders Agreement (Probusiness Services Inc)

Sale to a Third Party Purchaser. If neither Unless the Company nor or the Designees Rightholders elect to purchase all, but not less than all, of the Offered Securities under Section 2.2.2Sections 4.1.2 and 4.1.3, the Selling Stockholder may, subject to Section 2.3 4.1.6, sell the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; PROVIDEDprovided, HOWEVERhowever, that such sale is bona fide and made pursuant to a contract entered into within forty-five (45) 120 days of the earlier to occur of (ai) the waiver by the Company and/or and the Designees Rightholders of their respective options to purchase the Offered Securities and (bii) the expiration of the Option Period (the earlier of such dates being referred to offered herein as the "CONTRACT DATEContract Date"); and PROVIDED FURTHERprovided further, that such sale shall not be consummated unless and until all of the following conditions are met:

Appears in 1 contract

Samples: Stockholders Agreement (Eclipsys Corp)

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Sale to a Third Party Purchaser. If neither the Company nor the Designees elect to purchase all, but not less than all, of the Offered Securities under Section 2.2.22.1.2, the Selling Stockholder may, subject to Section 2.3 sell the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; PROVIDED, HOWEVER, that such sale is bona fide and made pursuant to a contract entered into within forty-five (45) days of the earlier to occur of (a) the waiver by the Company and/or the Designees of their respective options to purchase the Offered Securities and (b) the expiration of the Option Period (the earlier of such dates being referred to herein as the "CONTRACT DATEContract Date"); and PROVIDED FURTHER, that such sale shall not be consummated unless and until all of the following conditions are met:

Appears in 1 contract

Samples: Sample Stockholders Agreement (Exe Technologies Inc)

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