Common use of Sale to Third Party Purchaser Clause in Contracts

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. (i) If the First Offer Notice shall have been duly delivered, and the Offeree Shareholders and Company or the Company together Sponsors shall not have exercised the Shareholders' Company Right of First Offer and or the Company's Sponsor Right of First Offer to purchase all of the Offered SecuritiesShares, the Selling Shareholder Investor may solicit Third-Party Offers to purchase all (but not less than all) of the Offered Securities Shares and, so long as any sale of the Offered Securities Shares made pursuant to a Third-Party Offer that is (A) upon such terms, including price, and subject to such conditions conditions, as are, in the aggregate, no are not materially less favorable to the Selling Shareholder Investor, taken as a whole, 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 (180100) days from the expiration date of the Company First Offer Option PeriodNotice is first delivered to the Company, (D) if applicable, subject to any Tag-Along Right and (EC) 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.

Sale to Third Party Purchaser. (i) If the First Offer Notice shall have been duly delivered, and the Offeree Shareholders Stockholders and the Company together shall not have exercised the ShareholdersStockholders' Right of First Offer and the Company's Right of First Offer to purchase all of the Offered Securities, the Selling Shareholder 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-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 Offeror Stockholder than those set forth in the First Offer Notice; PROVIDEDprovided, HOWEVERhowever, that the price may be not less than 90% of the price set forth in the First Offer Notice (B) BONA FIDE,(Cbona 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 Section 3 Article 17 and shall be a Permitted Transfer under this Agreement.

Sale to Third Party Purchaser. (i) If the First Offer Notice shall have been duly delivered, and the Offeree Shareholders Stockholders and the Company together shall not have exercised the ShareholdersStockholders' Right of First Offer and the Company's Right of First Offer to purchase all of the Offered Securities, the Selling Shareholder 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-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 Stockholder than those set forth in the First Offer Notice; PROVIDEDprovided, HOWEVERhowever, that the price may be not less than 90% of the price set forth in the First Offer Notice (B) BONA FIDE,(Cbona 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 Article 4 and shall be a Permitted Transfer under this Agreement.

Sale to Third Party Purchaser. (i) If the First Offer Notice shall have been duly delivered, and the Offeree Class D Shareholders and the Company together shall not have exercised the Shareholders' Class D Right of First Offer and the Company's Right of First Offer to purchase all of the Offered SecuritiesShares, the Selling Shareholder may solicit Third-Party Offers to purchase all (but not less than all) of the Offered Securities Shares and, so long as any sale of the Offered Securities Shares made pursuant to a Third-Party Offer that is (A) upon such terms, including price, and subject to such conditions conditions, as are, in the aggregate, no are not materially less favorable to the Selling Shareholder Shareholder, taken as a whole, 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, (DC) if applicable, subject to any Tag-Along Right Right, if applicable, and (ED) in accordance with clause (ii) below, such transfer may be consummated without further restriction under this Section 3 4 and shall be a Permitted Transfer under this Agreement.

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 Notice, (B) BONA FIDE,(CFIDE, (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.