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

Sale to a Third Party Purchaser. Unless Xxxxxx, the ------------------------------- Company and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under this Section 3.2, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made -------- ------- pursuant to a contract entered into within ninety (90) days of the earlier to occur of occur of (a) the waiver by Xxxxxx, the Company and/or the Rightholders of their options to purchase the Offered Securities and (b) the expiration of the Option Period (for purposes of this Section 3.2.6, the earlier of such dates being referred to herein as the "Contract Date"). If such sale is not ------------- consummated within ninety (90) days of 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 Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders and Xxxxxx in accordance with this Section 3.2. -18-

Sale to a Third Party Purchaser. Unless XxxxxxLoeb, the Company ------------------------------- Company and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under this Section 3.23.1, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made -------- ------- pursuant to a contract entered into within ninety (90) days of the earlier to occur of occur of (a) the waiver by XxxxxxLoeb, the Company and/or the Rightholders of their options to purchase the Offered Securities and (b) the expiration of the Option Period (for purposes of this Section 3.2.63.1.5, the earlier of such dates being referred to herein as the "Contract Date"). If such sale is not consummated ------------- consummated within ninety (90) days of 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 Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders Stockholders, Xxxxxx and Xxxxxx Xxxx in accordance with this Section 3.2. -18-3.1.

Sale to a Third Party Purchaser. Unless XxxxxxLoeb, the ------------------------------- Company and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under this Section 3.2Sections 3.1.1.A, 3.1.2 and 3.1.3, respectively, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, -------- ------- that such sale is bona fide and made -------- ------- pursuant to a contract entered into within ninety (90) days of the earlier to occur of occur of (a) the waiver by XxxxxxLoeb, the Company and/or the Rightholders of their options to purchase the Offered Securities and (b) the expiration of the Option Period (for purposes of this Section 3.2.63.1.5, the earlier of such dates being referred to herein as the "Contract Date"). If such ------------- sale is not ------------- consummated within ninety (90) days of 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 Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders Stockholders, Xxxxxx and Xxxxxx Xxxx in accordance with this Section 3.2. -18-3.1.

Sale to a Third Party Purchaser. Unless Xxxxxx, the Xxxxxx ------------------------------- Company and/or the Rightholders elect elects to purchase all, but not less than all, of the Offered Securities under this Section 3.23.2.2, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made -------- ------- pursuant to a contract -------- ------- entered into within ninety (90) days of the earlier to occur of occur of (a) the waiver by Xxxxxx, the Company and/or the Rightholders Xxxxxx of their options his option to purchase the Offered Securities and (b) the expiration of the Xxxxxx Option Period (for purposes of this Section 3.2.63.2.4, the earlier of such dates being referred to herein as the "Contract Date"). If such ------------- sale is not ------------- consummated within ninety (90) days of 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 Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders and Xxxxxx in accordance with this Section 3.2. -18-.

Sale to a Third Party Purchaser. Unless Xxxxxx, the ------------------------------- Company and/or the ------------------------------- Rightholders elect to purchase all, but not less than all, of all the Offered Securities under this Section 3.2Sections 3.1(b) and 3.1(c), the Transferring Selling Stockholder may, subject to Section 3.1.6, may sell the any remaining Excess Offered Securities to a Third Party Purchaser at a price not less than the Offer Price and otherwise on terms and conditions no less not materially more favorable to the Transferring Stockholder Third Party Purchaser than those set forth in the Offering Notice and at a purchase price per share no less than the Offer PriceNotice; provided, however, -------- ------- that such sale is bona fide and made -------- ------- pursuant to a contract entered into within ninety thirty (9030) days of after the earlier to occur of occur of (ai) the exercise or waiver by Xxxxxx, the Company and/or and all of the Rightholders of their options to purchase the Offered Securities and (bii) the expiration of the Company Option Period (for purposes of this Section 3.2.6, 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 -------- ------- 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. If such sale is not ------------- consummated within ninety thirty (9030) days of 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 Transferring Selling Stockholder without again offering the same to the Company, Company and the General Atlantic Stockholders, the Additional Stockholders and Xxxxxx Rightholders in accordance with this Section 3.2. -18-3.1.