Sale to Third Party Purchaser. If the Offerees do not elect in the aggregate to purchase all of the Offered Shares, the Transferring Shareholder may Transfer, subject to Section 3.5, the remaining Offered Shares (the “Remaining Shares”) to the Transferee identified in the Transfer Notice on the terms and conditions set forth in the Transfer Notice; provided, however, that (i) such sale is bona fide, (ii) the price for the sale to the Transferee is a price not less than the Offer Price and the sale is otherwise on terms and conditions no less favorable to the Transferring Shareholder than those set forth in the Transfer Notice, (iii) the Transfer is made within four months after the giving of the Transfer Notice and (iv) the proposed transferee is not a Competitor. If such a Transfer does not occur within such four-month period for any reason, the restrictions provided for herein shall again become effective, and no Transfer of Shares may be made by the Transferring Shareholder thereafter without again making an offer to the Offerees in accordance with this Section 3.4.
Sale to Third Party Purchaser. (i) If the First Offer Notice shall have been duly delivered, and the Offeree Shareholders and the Company together shall not have exercised the Shareholders' Right of First Offer and the Company's Right of First Offer to purchase all of the Offered Securities, the Selling Shareholder may solicit Third-Party Offers to purchase all (but not less than all) of the Offered Securities and, so long as any sale of the Offered Securities made pursuant to a Third-Party Offer that is (A) upon such terms, including price, and subject to such conditions as are, in the aggregate, no less favorable to the Selling Shareholder than those set forth in the First Offer Notice; PROVIDED, HOWEVER, that the price may be not less than 90% of the price set forth in the First Offer Notice (B) BONA FIDE,(C) consummated within one hundred eighty (180) days from the expiration date of the Company First Offer Option Period, (D) if applicable, subject to any Tag-Along Right and (E) in accordance with clause (ii) below, such transfer may be consummated without further restriction under this Section 3 and shall be a Permitted Transfer under this Agreement.
Sale to Third Party Purchaser. If neither the Company nor Packaging Investors exercises its right to purchase the Offered Shares pursuant to Section 4(b), the Selling Stockholder shall have the right to sell the Offered Shares to the Third-Party Purchaser at a price equal to or greater than the price set forth in the Transfer Notice, provided, that in the event the Selling Stockholder does not sell such Offered Shares at a price equal to or greater than the price set forth in the Transfer Notice within ninety (90) days after the date of the Transfer Notice, then the Offered Shares shall continue to be subject to the terms of this Agreement as if no Transfer Notice had been given.
Sale to Third Party Purchaser. Following the last date by which the Preferred Investors may exercise their rights of first refusal under Section 2.3 (the “Exercise Deadline”), the Preferred Investors shall be deemed to have declined to purchase any of the Remaining Securities that are not subject to an Investor Exercise Notice or a Subsequent Exercise Notice (the “Available Securities”), and the Offering Investor shall be permitted, subject to the requirements of Section 5.4 of the Series D Purchase Agreement, during the period of sixty (60) days thereafter (the “Sales Period”) and subject to the co-sale provisions of Article 3 hereof, to sell any or all of the Available Securities to any Person or Persons (each a “Third Party Purchaser”), including without limitation, any Investor (subject to the provisions of Section 5.3(a) of the Series D Purchase Agreement), at a price and upon terms and conditions no more favorable to the Third Party Purchaser than those specified in the Offer. If the Offered Securities to be sold in accordance with this Article 2 are sold to any Third Party Purchaser who is not a party to this Agreement, such Third Party Purchaser must agree in writing to be bound by the terms and conditions hereof applicable to the Investors and the Offered Securities so sold shall continue to be subject to the restrictions imposed by this Agreement. In the event the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor shall not thereafter sell such Available Securities without first offering such securities to the Company and the Preferred Investors in the manner provided in this Article 2.
Sale to Third Party Purchaser. Unless the Offerees elect in the aggregate to purchase all of the Offered Shares under Sections 6.5(c) and (e), the Transferring Shareholder may Transfer, subject to Section
Sale to Third Party Purchaser. In the event that: (i) the Non-Selling Shareholder does not validly deliver any Offer Notice to the Transferring Shareholder on or prior to the Initial Expiry Date; or (ii) the Non-Selling Shareholder who has elected to exercise its First Offer Right (the “Participating Shareholder”) has offered to acquire the ROFO Offered Shares prior to the Initial Expiry Date but closing of the Transfer of the ROFO Offered Shares (and the simultaneous payment of the consideration therefor) does not occur on or prior to the Offer Longstop Date for any reason not directly attributable to the Transferring Shareholder, then the Transferring Shareholder shall have a period of ninety (90) days from (a) the Initial Expiry Date (in the case under paragraph (i)); or (b) the Offer Longstop Date (in the case under paragraph (ii)), to enter into a binding agreement to sell all or any remaining portion of the ROFO Offered Shares to any Third Party, in each case at
Sale to Third Party Purchaser. Where the Offerees have not elected to exercise their Right of First Offer or closing of such purchase has otherwise not occurred in accordance with sub-Section (d) above, the Selling Holder may sell all or part of the Offered Securities to any Person on terms and conditions no less favourable to the Selling Holder than those set forth in the First Offer Notice, provided, that (i) the Transfer shall not be to any Person listed in Schedule 2 (List of Competitors) and (ii) the sale is made within one year after the giving of the First Offer Notice. If such a sale does not occur within such one-year period for any reason, the restrictions provided for herein shall again become effective, and no sale of the Offered Securities may be made by the Selling Holder thereafter without again making an offer to the ROFO Offerees in accordance with this Section.
Sale to Third Party Purchaser. If, at the end of the option periods described in Sections 2.2 and 2.3 (the "Option Periods"), options have not been exercised by eVS and/or the Offeree Stockholders to purchase all of the Offered Shares, then the Selling Stockholder shall be free, subject to the co-sale provisions of Section 3 hereof, for a period of thirty (30) days thereafter to sell any or all of the Offered Shares as to which options have not been exercised (the "Remaining Shares") to a third party purchaser (the "Third Party Purchaser") at the price and upon the terms and conditions set forth in the Offer, and on condition that such Third Party Purchaser executes a copy of this Agreement as a Shareholder. If such Remaining Shares are not so sold within the aforesaid thirty-day period, then the Selling Stockholder shall not be permitted to sell such Remaining Shares without again complying with this Article 2.
Sale to Third Party Purchaser. Unless the Company or the ----------------------------- Rightholders elect to purchase all, but not less than all, of the Offered Securities under Sections 3.1.2 and 3.1.3, the Selling Stockholder may sell the remaining Offered Securities to the 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 sixty (60) days of the earlier of the waiver by the Company and the Rightholders of their options to purchase the offered Securities and the expiration of the Option Period (the earlier of such dates being offered 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.
Sale to Third Party Purchaser. (1) If the Offer Notice shall have been duly delivered, and the FPC Shareholders shall not have exercised the Right of First Offer to purchase all of the First Offer Shares, the Selling EDS Shareholder may solicit Third-Party Offers to purchase all (but not less than all) of the First Offer Shares and, so long as any sale of the First Offer Shares made pursuant to a Third-Party Offer is (A) upon such terms, and subject to such conditions, as are not materially different from those set forth in the Offer Notice, and at the same price as set forth in the Offer Notice, (B) consummated within ninety (90) days from the date the Offer Notice is first delivered to the FPC Shareholders, and (C) in accordance with clause (2) below, such transfer may be consummated without further restriction under this Section 2.3.2, but, while the Company is a B.V., subject to the approval of the Board of Directors of the Company, and shall be a Permitted Transfer under this Agreement. If the Selling EDS Shareholder shall not have completed the sale of some or all of the First Offer Shares in accordance with the foregoing, the Selling EDS Shareholder shall not subsequently Transfer the First Offer Shares except in accordance with the requirements of this Section 2.3.2; provided, that if the Selling EDS Shareholder desires to sell less than all of the First Offer Shares at the price included in the Offer Notice, such Selling EDS Shareholder may offer the FPC Shareholders the right to purchase such number of First Offer Shares and, if the FPC Shareholders do not accept such offer First Offer Shares within 5 Business Days after receipt of such offer by the FPC Shareholders (and purchase such First Offer Shares within 15 days of such acceptance), such Selling EDS Shareholder may sell such number of First Offer Shares within 10 Business Days after receipt of such offer by the FPC Shareholders.
