Sale to Third Party Offeror. If the Offeree does not give notice in accordance with the provisions of section 5.5 that it is willing to purchase all of the Offered Shares, the rights of the Offeree, subject as hereinafter provided, to purchase the Offered Shares shall forthwith cease and terminate and, subject to compliance with sections 5.11 and 13.2, the Offeror may complete a Transfer of all but not less than all of the Offered Shares to any Third Party Offeror within 150 days after the expiry of the applicable 25 or 20 Business Day period, as the case may be, specified in section 5.5 for the consideration per Offered Share set forth in the Notice and on terms no more favourable than those set forth in the Notice. If the Offered Shares which the Offeree has not agreed to purchase are not Transferred by the Offeror within the 150 day period referred to above and otherwise in accordance with the foregoing provisions of this Article 5, the rights of the Offeree pursuant to this Article 5 shall again take effect and so on from time to time.
Sale to Third Party Offeror. In the event that Capital fails timely to exercise the Capital Purchase Right in accordance with the terms and conditions of this Agreement (whether or not Capital has delivered a Capital Election Notice to Covenant), Covenant shall be free, in its sole discretion, to consummate the sale of the Property Interest to the Third Party Offeror pursuant to the terms and conditions of a definitive agreement of purchase and sale that includes the terms and conditions of the Offer; provided, however, that, in the event that the purchase and sale of the applicable Property Interest is not consummated within the time frame(s) provided in the Offer, then such Property Interest shall once again be subject to the terms and conditions of this Agreement. Notwithstanding anything in this Agreement or in any other agreement to the contrary, Covenant shall not be entitled to accept the Offer and to consummate the Transfer of any Property Interest (i) described in Section l(b)(i)(A) above unless (A) the Offer includes a Transfer of an analogous Property Interest in all of the properties listed in Schedule 1 attached hereto and made a part hereof (the “Affiliate Properties”) from the owners of such properties, which are affiliates of Covenant (the “Affiliate Owners”), and (B) Transfer of the Property Interest and of all such analogous Property Interests owned by the Affiliated Owners are consummated simultaneously, and (ii) described in Section l(b)(i)(B) above unless (A) the Offer includes a Transfer of an analogous Property Interest in all Affiliate Owners, and (B) Transfer of the Property Interest and of all such analogous Property Interests of all such Affiliate Owners are consummated simultaneously. Notwithstanding anything in this Agreement or in any other agreement; to the contrary, the Capital Purchase Right shall apply only in the event that Capital duly exercises such right (or an analogous right) with respect to all Property Interests that are the subject of the Offer.
Sale to Third Party Offeror. The Selling Shareholder, and all Rightholders who accept the Tag Along Right after giving effect to Section 2.1.4(i), may sell such portions of their Shares that can be sold under Section 2.1.4(i) to the Third Party Offeror on the terms and conditions of the Third Party Offer; provided, however, that such sale is bona fide and made within sixty (60) days of the expiration of the Tag Along Notice Period. If such sale is not consummated within such 60-day period, the restrictions provided for herein shall again become effective, and no transfer of such Offered Shares may be made thereafter without again offering the same to the other Shareholders in accordance with this Agreement.
Sale to Third Party Offeror. Notwithstanding anything to the contrary in this Section 10, if the Lessee does not exercise its right of first refusal during the Notice Period in accordance with Section 10.3 above, Lessor may sell, transfer and assign the Aircraft to the Third Party Offeror on the terms and conditions of the Third Party Offer, provided that such sale is bona fide and made within 90 days from the last day of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided in this Section 10 shall again become effective, and no sale, transfer or assignment of the Aircraft may be made thereafter without again offering to sell the Aircraft to the Lessee in accordance with this Section 10.
Sale to Third Party Offeror. If neither the Company nor the Stockholders timely make a First-Right Exercise, the Selling Stockholder may, subject to any applicable co-sale rights provided in Section 2.1 hereof, sell all (but not less than all) of the Offered Stock solely to the Third-Party Offeror, under the Purchase Terms; provided, however, prior to consummating such sale, the Selling Stockholder shall (i) provide to the Board with reasonable supporting documentation with respect to the actual terms and conditions of such sale so s to demonstrate such Selling Stockholder’s compliance with the provisions of this Section 1.3(d) hereof, and (ii) comply with Section 2.1. Without limiting the foregoing, such sale has not been consummated within sixty (60) after the date of the First-Offer Notice, the Offered Stock covered by such Offer may not thereafter be Transferred by such Selling Stockholder, except pursuant to this Section 1.
Sale to Third Party Offeror. Each Stockholder and Management Stockholder who accepts the Tag-Along Right may sell its PRO RATA number of Shares (as determined under Section 2.03) and the Selling Stockholder may sell a number of Shares equal to the Selling Stockholder's Offered Shares, less the aggregate number of Shares to be sold by the other Stockholders and Management Stockholders exercising their Tag-Along Right, to the Third Party Offeror on the terms and conditions of the Third Party Offer.
Sale to Third Party Offeror. Each Stockholder, MSD Stockholder and Management Stockholder who accepts the Tag-Along Right may sell its pro rata number of Shares (as determined under Section 2.03) and the Selling Stockholder may sell a number of Shares equal to the Selling Stockholder's Offered Shares, less the aggregate number of Shares to be sold by the other Stockholders, the MSD Stockholder and Management Stockholders exercising their Tag-Along Right, to the Third Party Offeror on the terms and conditions of the Third Party Offer.
Sale to Third Party Offeror. Unless the Rightholders elect to purchase all of the Offered Securities pursuant to Section 3.1.3(a), the Selling Securityholder and all Rightholders who elect to participate in the Third Party Offer pursuant to Section 3.1.3(b), may sell such portions of their Shares as can be sold under Section 3.1.3(b) to the Third Party Offeror on the terms and conditions of the Third Party Offer; provided, however, that such sale is bona fide and made prior to or on the Closing Date. If such sale is not consummated prior to or on the Closing 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 (other than to a Permitted Transferee or to the Company pursuant to a buy-back provision in an employment, consulting, or other similar agreement with the Company) by the Selling Securityholder without again obtaining the consent of the Series E Holders pursuant to Section 2.4, if applicable, and offering the same to the Rightholders in accordance with this Section 3.1.
Sale to Third Party Offeror. Unless the other Investors elect to purchase all of the Offered Securities under subsection (4.1), the Selling Investor may sell the Offered Securities to the Third Party Offeror on the terms and conditions of the Third Party Offer; provided, however, that such sale is bona fide and the closing occurs within ninety (90) days of the expiration of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter without again offering the same to the other Investors in accordance with this Agreement.
