Sale to Offeror. If all Shareholders accept or are deemed to have accepted the Qualifying Offer, then all Shareholders shall sell all of their Shares to the Offeror upon the terms and conditions of the Qualifying Offer (or otherwise take all necessary action to cause the Company to consummate the proposed transaction) at a closing to be held at the principal office of the Company at 11:00 a.m. local time on or before the seventieth (70th) day after the date on which the Take Along Notice Period shall have expired (or at such other time and place as the parties to the transaction shall agree).
Sale to Offeror. If the Selling Shareholders shall have --------------- delivered a Pull Along Notice to all other Shareholders and Investors, then all Shareholders and Investors shall sell all of their Shares and Warrants to the Offeror upon the terms and conditions of the Offer (or otherwise take all necessary action to cause the Company to consummate the proposed transaction) at a closing to be held at the principal office of the Company at or prior to the 90th day from the date of the Offer. If such sale is not consummated within such 90-day period, the restrictions provided for in this Section 2.6 shall again become effective, and no Transfer of the Shares may be made thereafter without complying with the provisions of this Agreement.
Sale to Offeror. If neither the Company nor the other Members accept the Selling Member’s offer to purchase the Offered Interest within the time periods described above, the Selling Member may, within thirty (30) days from the expiration of the fifteen (15) day period the other Members had to accept the offer, sell the Offered Interest to the Offeror at a price not less than the price, and on terms not less favorable to the Selling Member than the terms, at which the Offered Interest was offered to the Company and the other Members. No sale to the Offeror shall be permitted or shall be recognized by the Company unless the Offeror agrees in writing to be bound by, and to hold the Offered Interest subject to, the terms and conditions of this Agreement, including without limitation the restrictions on Transfer set forth in this Section 8. If the Offered Interest is not so sold to the Offeror within the thirty (30) day period described in this Section 8.2.2, the Selling Member shall not thereafter sell all or any portion of his or her Membership Interest unless the Company and the other Members are again given a right of first refusal as proved in this Section 8.2.
Sale to Offeror. Any securities so offered to the Investors which are not purchased pursuant to such offer may be sold by the Company to the third party originally named in the offer to the Investors on terms and conditions, including price, not more favorable to the third party than those set forth in such offer at any time within 60 days following the date of such offer, but may not be sold to any other person or after such 60-day period without renewed compliance with this Article IV.
Sale to Offeror. If no Shareholder elects to acquire the Securities under clause 12.2, on or before the Settlement Date, then upon such Selling Shareholder giving the other Shareholders, the Drag Along Notice, each Shareholder that is given the Drag Along Notice irrevocably:
Sale to Offeror. If the Corporation and the Other Shareholders do not elect to purchase all of the offered Option Shares, the Selling Shareholder may, within a period of 120 days from the date the Notice was first delivered to the Corporation, sell to the Offeror the remaining Option Shares to which the Notice related at a price not less than the price stated in the Notice and upon terms, including terms of payment, stated therein. Before such sale shall be consummated, the Offeror shall have executed and delivered to the Corporation his agreement that the Offeror and the shares held by the Offeror shall be bound by the terms of this Agreement with respect to the transfer thereof to the same extent as if the Offeror had been an original party hereto. If such shares are not so sold to the Offeror within such 120 day period, such shares shall again become subject to all the restrictions of this Agreement.
Sale to Offeror. If the Non-Selling Shareholders do not exercise their options in accordance with Sections 2.2 to 2.3, the Selling Shareholder may, on the closing date set forth in Section 2.3 and during the thirty (30) day period thereafter, sell its Offer Stock, or any remaining portion thereof, to the Offeror; provided, however, the selling price per share shall be not less than, and the other terms of sale shall not be materially different than, those set forth in the Offer Notice, and the Offeror must, prior to the purchase, execute such documents as the Corporation may reasonably require to evidence that the Common Stock to be sold remains subject to this Agreement in the same manner and to the same extent as it had been in the hands
Sale to Offeror. In the event that the Company and the JHC Management Shareholders or Purchasers as a whole do not purchase all of the Offered Shares pursuant to this Section 8.1, then the Selling Holder may Transfer, subject to Section 8.2, all of the remaining Offered Shares, if any, to the Offeror on the terms and conditions set forth in the Purchase Offer Notice; provided, however, that (i) such sale is bona fide, (ii) the price for the sale to the Offeror is a price not less than the Offer Price and the sale is otherwise on terms and conditions no less favorable to the Selling Holder than those set forth in the Purchase Offer Notice, and (iii) the Transfer is made within one hundred twenty (120) days after the giving of the Purchase Offer Notice. If such a Transfer does not occur within such 120-day period for any reason, the restrictions provided for in Section 8.1 shall again become effective, and no Transfer of any shares of Common Stock may be made by the Selling Holder thereafter without again complying with this Section 8.1.
Sale to Offeror. Terold shall sell all of its Shares (including the Warrants) to the Offeror upon the terms and conditions of the Offer (or otherwise take all necessary action to cause the Seller or Transtech to consummate the proposed transaction) at a closing to be held at the principal office of the Seller on such date and at such time and place as the parties to the transaction shall agree.
