Common use of Sale to Third Party Purchaser Clause in Contracts

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. Following (i) If 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 First Offer Notice 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”)been duly delivered, and the Offering Investor 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 permittednot 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. (ii) All Offered Securities transferred by the requirements of Section 5.4 of Selling Shareholder in accordance with clause (i) above shall remain, and the Series D Purchase Agreementthird-party purchaser shall agree to take and hold such Offered Securities, 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 obligations 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 upon the Selling Shareholder by this Agreement. In No transfer of Offered Securities to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and an appropriate instrument to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following Unless the last date by which Company or the Preferred Investors may exercise their rights ----------------------------- Rightholders elect to purchase all, but not less than all, of first refusal the Offered Securities under Section 2.3 (the “Exercise Deadline”)Sections 3.1.2 and 3.1.3, the Preferred Investors shall be deemed Selling Stockholder may sell the remaining Offered Securities to have declined to purchase any of the Remaining Securities that are not subject to an Investor Exercise Notice or a Subsequent Exercise Notice (Third Party Purchaser on the “Available Securities”), terms and conditions set forth in the Offering Investor shall be permittedNotice; provided, subject however, that such sale -------- ------- is bona fide and made pursuant to the requirements of Section 5.4 of the Series D Purchase Agreement, during the period of a contract entered into within sixty (60) days thereafter 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 “Sales Period”) earlier of such dates being offered herein as the "Contract Date"); ------------- and subject to the co-provided further, that such sale provisions of Article 3 hereof, to sell any or shall not be consummated unless and until -------- ------- all of the Available Securities to any Person or Persons following conditions are met. (each a “Third Party Purchaser”), including without limitation, any Investor (subject a) Prior 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 purchase by the Third Party Purchaser than those specified in of any of such Offered Securities, 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 shall become a party to this Agreement, such Third Party Purchaser must Agreement and agree in writing to be bound by the terms and conditions hereof applicable in accordance with Section 2.4 hereof. (b) The consummation of such sale to the Investors and the Offered Securities so sold Third Party Purchaser shall continue to not be subject to any conditions (other than necessary filings under the HSR Act), except that it may be conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and the delivery of stock certificates and a customary legal opinion. (c) The Third Party Purchaser shall have furnished evidence satisfactory to the Company, in its reasonable judgment, as to the financial ability of such Third Party Purchaser to consummate the proposed purchase. If such sale is not consummated within forty-five (45) days of the Contract Date for any reason, then the restrictions imposed provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by this Agreement. In the event Selling Stockholder without again offering the Offering Investor has not sold all of same to the Available Securities within said sixty (60) day periodCompany, the Offering Investor shall not thereafter sell such Available Securities without first offering such securities to the Company Major Stockholders and the Preferred Investors General Atlantic Stockholders in the manner provided in accordance with this Article 2Section 3.1.

Sale to Third Party Purchaser. Following (i) If 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 First Offer Notice 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”)been duly delivered, and the Offering Investor Offeree Stockholders and the Company together shall not have exercised the Stockholders' Right of First Offer and the Company's Right of First Offer to purchase all of the Offered Securities, the Offeror Stockholder 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 Offeror Stockholder than those set forth in the First Offer Notice; provided, however, that the price may be permittednot 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 8 8 consummated without further restriction under this Article 17 and shall be a Permitted Transfer under this Agreement. (ii) Offered Securities transferred by the requirements of Section 5.4 of Purchaser in accordance with clause (i) above shall remain, and the Series D Purchase Agreementthird-party purchaser shall agree to take and hold such Offered Securities, 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 obligations 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 upon the Purchaser by this Agreement. In No transfer of Offered Securities to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and an appropriate instrument to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following Unless the last date by which Company or 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 other Stockholders elect 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 Offered Securities pursuant to any Person or Persons (each a “Third Party Purchaser”)Section 3.1.2, including without limitation, any Investor (subject to the provisions of Section 5.3(a) of Selling Stockholder may sell the Series D Purchase Agreement), at a price and upon terms and conditions no more favorable Offered Securities to the Third Party Purchaser than those specified at a price per Share equal to (or greater than) the Offer Price set forth in the Offer. If Offering Notice and otherwise 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 ninety (90) days of the earlier of the waiver by the Company and the other Stockholders of their option to purchase the Offered Securities or the expiration of the Option Period (the earlier of such dates being referred to herein as the "CONTRACT DATE"); and PROVIDED, FURTHER, that such sale shall not be sold in accordance with this Article 2 consummated unless and until all of the following conditions are sold met: (a) The Selling Stockholder shall deliver to any the Company and the other Stockholders a certificate of the Third Party Purchaser who stating that (i) the terms and conditions set forth in the Offering Notice have been approved by the Third Party Purchaser's board of directors (or the equivalent if the Third Party Purchaser is not a corporation), if necessary, (ii) the Third Party Purchaser is aware of the rights of the Company and the other Stockholders contained in this Section 3.1 and (iii) prior to the purchase by the Third Party Purchaser of any of such Offered Securities, the Third Party Purchaser shall become a party to this Agreement, such Third Party Purchaser must Agreement and agree in writing to be bound by the terms and conditions hereof applicable in accordance with Section 2.4 hereof. (b) The consummation of such sale to the Investors and the Offered Securities so sold Third Party Purchaser shall continue to not be subject to any conditions (other than necessary filings under the restrictions imposed HSR Act and other customary closing conditions). (c) The purchase price shall be payable by this Agreement. In the event the Offering Investor has not sold all of the Available Securities within said sixty Third Party Purchaser wholly in cash. (60d) day period, the Offering Investor The Third Party Purchaser shall not thereafter sell such Available Securities without first offering such securities have furnished evidence satisfactory to the Company and the Preferred Investors other Stockholders, in their reasonable judgments, as to the manner financial ability of such Third Party Purchaser to consummate the proposed purchase. If such sale is not consummated within forty-five (45) 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 Selling Stockholder without again offering the same to the Company and the other Stockholders in accordance with this Article 2Section 3.1.

Sale to Third Party Purchaser. Following (i) If 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 First Offer Notice 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”)been duly delivered, and the Offering Investor Class D Shareholders and the Company together shall not have exercised the Class D Right of First Offer and the Company's Right of First Offer to purchase all of the Offered Shares, the Selling Shareholder may solicit Third-Party Offers to purchase all (but not less than all) of the Offered Shares and, so long as any sale of the Offered Shares made pursuant to a Third-Party Offer is (A) upon such terms, including price, and subject to such conditions, as are not materially less favorable to the Selling Shareholder, taken as a whole, than those set forth in the First Offer Notice, (B) consummated within one hundred eighty (180) days from the expiration date of the Company First Offer Option Period, (C) subject to any Tag-Along Right, if applicable, and (D) in accordance with clause (ii) below, such transfer may be consummated without further restriction under this Section 4 and shall be permitteda Permitted Transfer under this Agreement. (ii) All Offered Shares transferred by the Selling Shareholder in accordance with clause (i) above shall remain, and the third-party purchaser shall agree to take and hold such Offered Shares, 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 obligations 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 upon the Selling Shareholder by this Agreement. In No transfer of Offered Shares to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and an appropriate instrument to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following (i) If 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 Offer Notice 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”)been duly delivered, and the Offering Company or the Sponsors shall not have exercised the Company Right of First Offer or the Sponsor Right of First Offer to purchase all of the Offered Shares, the Selling Investor may solicit Third-Party Offers to purchase all (but not less than all) of the Offered Shares and, so long as any sale of the Offered Shares made pursuant to a Third-Party Offer is (A) upon such terms, including price, and subject to such conditions, as are not materially less favorable to the Selling Investor, taken as a whole, than those set forth in the Offer Notice, (B) consummated within one hundred (100) days from the date the Offer Notice is first delivered to the Company, and (C) 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. If the Selling Investor shall not have completed the sale of all (but not less than all) of the Offered Shares in accordance with the foregoing, the Selling Investor shall not subsequently transfer the Offered Shares except in accordance with the requirements of this Section 3.3. (ii) All Offered Shares transferred by the Selling Investor in accordance with clause (i) above shall remain, and the third-party purchaser shall agree and be permittedpermitted to take and hold such Offered Shares, 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 obligations 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 upon, and rights granted to, the Selling Investor by this Agreement. In No transfer of Offered Shares to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and appropriate instruments or other supporting documents to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following (i) If 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 First Offer Notice 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”)been duly delivered, and the Offering Investor Offeree Stockholders and the Company together shall not have exercised the Stockholders' Right of First Offer and the Company's Right of First Offer to purchase all of the Offered Securities, the Selling Stockholder 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 Stockholder than those set forth in the First Offer Notice; provided, however, that the price may be permittednot 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 Article 4 and shall be a Permitted Transfer under this Agreement. (ii) Offered Securities transferred by the requirements of Section 5.4 of Selling Stockholder in accordance with clause (i) above shall remain, and the Series D Purchase Agreementthird-party purchaser shall agree to take and hold such Offered Securities, 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 obligations 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 upon the Selling Stockholder by this Agreement. In No transfer of Offered Securities to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and an appropriate instrument to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following (i) If 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 First Offer Notice 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”)been duly delivered, and the Offering Investor 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 permittednot 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. (ii) All Offered Securities transferred by the requirements of Section 5.4 of Selling Shareholder in accordance with clause (i) above shall remain, and the Series D Purchase Agreementthird-party purchaser shall agree to take and hold such Offered Securities, 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 obligations 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 upon the Selling Shareholder by this Agreement. In No transfer of Offered Securities to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and an appropriate instrument to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following (1) If 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 Offer Notice 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”)been duly delivered, and the Offering Investor 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 permittedconsummated without further restriction under this Section 2.3.2, but, while the Company is a B.V., subject to the requirements of Section 5.4 approval of the Series D Purchase Board of Directors of the Company, and shall be a Permitted Transfer under this Agreement, during . If the period Selling EDS Shareholder shall not have completed the sale of sixty (60) days thereafter (the “Sales Period”) and subject to the co-sale provisions of Article 3 hereof, to sell any some 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 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 Article 2 are sold Section 2.3.2; provided, that if the Selling EDS Shareholder desires to any Third Party Purchaser who is not a party to this Agreementsell less than all of the First Offer Shares at the price included in the Offer Notice, such Third Party Purchaser must agree in writing Selling EDS Shareholder may offer the FPC Shareholders the right to be bound 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 terms FPC Shareholders (and conditions hereof applicable to 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 Investors FPC Shareholders. (2) All First Offer Shares transferred by the Selling EDS Shareholder in accordance with clause (1) above shall remain, and the Offered Securities so sold third-party purchaser shall continue agree and be permitted to be take and hold such First Offer Shares, subject to all of the obligations and restrictions imposed upon, and rights granted to, the Selling EDS Shareholder by this Agreement. In No transfer of First Offer Shares to which the event preceding sentence applies shall be effective unless and until the Offering Investor has not sold all of the Available Securities within said sixty (60) day period, the Offering Investor third-party purchaser shall not thereafter sell such Available Securities without first offering such securities have executed and delivered to the Company and appropriate instruments or other supporting documents to the Preferred Investors in the manner provided in this Article 2foregoing effect.

Sale to Third Party Purchaser. Following the last date by which the Preferred Series D Investors may exercise their rights of first refusal under Section 2.3 (the “"Exercise Deadline”"), the Preferred Series D 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 Series D Investors in the manner provided in this Article 2.