Sale to Proposed Transferee. The Purchaser Offeror and each participating Purchaser shall sell to the Proposed Transferee those shares proposed to be sold by the Purchaser Offeror and the participating Purchaser at not less than the Offered Price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the Offer provided by the Purchaser Offeror under Section 3.3 above.
Sale to Proposed Transferee. In the event that the Company and/or the Investors do not elect to exercise their respective Rights of First Refusal with respect to all of the Offered Shares, the Transferring Stockholder may consummate the sale of the remaining Offered Shares to the Proposed Transferee on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 2.3. If the Transferring Stockholder’s Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Proposed Transaction within the later of (i) ninety (90) days after the expiration of the later of the Investor Right of First Refusal and the Co-Sale Option set forth in Section 2.3, if applicable, and (ii) the satisfaction of all governmental approval or filing requirements, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Company and the Investors are once again afforded the Rights of First Refusal provided for herein with respect to such Proposed Transaction.
Sale to Proposed Transferee. If the Corporation, AGS, SDS and/or HMS do not elect to purchase all of the Shares set forth in the Sale or Conversion Notice, such Shares, but not less than all of such Shares referred to in the Sale or Conversion Notice, (i) in the case of a proposed Transfer may be transferred at any time prior to the thirtieth (30th) business day after the date of the Sale or Conversion Notice to the transferee identified in the Sale Notice on the Sale Terms and (ii) in the case of a proposed conversion may be converted into shares of Class A Common Stock of the Corporation in accordance with the Certificate of Incorporation of the Corporation at any time prior to the thirtieth (30th) business day after the date of the Sale or Conversion Notice. No Transfer or conversion of the Shares shall be made after the end of such thirty (30) business day period, nor shall any change in the terms and conditions of Transfer or conversion be permitted, without the Selling or Converting Stockholder first giving to the Corporation, AGS, SDS and HMS a new Sale or Conversion Notice in compliance with the requirements of this Section.
Sale to Proposed Transferee. Notwithstanding the foregoing, if the total number of Transfer Units that the Company and the Exercising Preferred Members have agreed to purchase in the Company Notice, the Preferred Member Notice and Undersubscription Notices is less than the total number of Transfer Units, then the selling holder of Common Units or vested Non-Voting Incentive Units, as applicable, shall be free to sell such number of Transfer Units not subscribed for by the Company and the Exercising Preferred Members to the Proposed Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Section 10.04; (ii) any future Proposed Transfer by a holder of Common Units or vested Non-Voting Incentive Units, as applicable, shall remain subject to the terms and conditions of this Agreement, including this Section 10.03; and (iii) such sale shall be consummated within sixty (60) days after receipt of the Proposed Transfer Notice by the Company, and if such sale is not consummated within such sixty (60) day period, such sale shall again be subject to the Right of First Refusal and Right of Co-Sale on the terms set forth herein.
Sale to Proposed Transferee. If the Proposed Transaction is not consummated in accordance with its terms within the later of (i) ninety (90) calendar days after the Offer Notice, and (ii) the satisfaction of all governmental and shareholder approval or filing requirements, the Proposed Transaction shall be deemed to lapse, and any transfers of Offered Shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement, unless the Remaining Shareholder provides a new Offer Notice.
Sale to Proposed Transferee. To the extent Bay fails (i) to deliver written notice or notices of intent to purchase any of the Offered Shares within the fifteen (15) day period specified in Paragraph 7.b.ii. or (ii) to close the purchase of the Offered Shares within the applicable period specified in Paragraph 7.b.ii., then Franchise may sell, transfer or otherwise dispose of the remaining Offered Shares to the Proposed Transferee at any time within one hundred twenty (120) days after the date of the delivery of the Sale Notice on the terms set forth in the Sale Notice and Binding Agreement. Any Offered Shares not sold, transferred or otherwise disposed of within the applicable one hundred twenty (120) day period shall continue to be subject to all of the requirements of this Paragraph 7 as if there had been no prior offer or Sale Notice. Notwithstanding the above, the Offered Shares shall not be sold, transferred or otherwise disposed of unless such purchaser or acquirer is bound or agrees in writing to be bound by the provisions of this Paragraph 7, and any such sale, transfer or disposition where such purchaser or acquirer is not bound or does not so agree to be bound shall be void. 5
Sale to Proposed Transferee. The Selling Stockholder and the other Eligible Stockholders shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the Offer; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder and the other participating Eligible Stockholders pro rata based upon the relative amount of the Shares that each of them would otherwise be entitled to sell pursuant to Section 3.3(a).
Sale to Proposed Transferee. In the event that the Company and/or the Major Stockholders do not elect to exercise their respective Rights of First Refusal with respect to all of the Offered Shares, the Transferring Stockholder may consummate the sale of the remaining Offered Shares to the Proposed Transferee on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 2.
Sale to Proposed Transferee. In the event that the Other Members and the Company do not elect to exercise their respective Rights of First Offer as set forth in this Section 9.02 with respect to all of the Offered Units, the ROFO Transferor may consummate a sale of the remaining Offered Units to a proposed transferee at a price per Unit not less than the Offer Price and on terms and conditions that are substantially similar in all material respects to (and on economic terms that are no more favorable than) those terms and conditions set forth in the Offer Notice (including as to the form of consideration), subject to compliance with the provisions of Section 9.03. If the ROFO Transferor’s Transfer to a proposed transferee is not consummated on or prior to the date that is ninety (90) calendar days after the later of the expiration of the Right of First Offer and the expiration of the Tag Along Right set forth in Section 9.03, if applicable, the Proposed Transaction described in the applicable Offer Notice shall be deemed to have lapsed and any subsequent Transfers of Units shall be in violation of the provisions of this Agreement unless the ROFO Transferor once again complies with the provisions of this Section 9.02 and Section 9.03 in connection with such Proposed Transaction.
Sale to Proposed Transferee. The selling Founding Stockholder and the Purchaser, if participating, shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the Bona Fide Offer; provided, however, that any purchase of less than all of such shares by the Proposed Transferee shall be made from the selling Founding Stockholder and the Purchaser pro rata based upon the relative amount of the shares that each of them would otherwise be entitled to sell pursuant to Section 10(a).
