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Common use of Sale to Third Party Clause in Contracts

Sale to Third Party. In the event that the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Stockholder may sell all of the Offered Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholder. If the Transferring Stockholder's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority Interest.

Appears in 2 contracts

Samples: Stockholders Agreement (Eagle Test Systems, Inc.), Stockholders Agreement (Eagle Test Systems, Inc.)

Sale to Third Party. In Any Shares held by a Transferring Restricted Stockholder that are the event subject of the Transaction Offer and that the Investors do not elect Transferring Restricted Stockholder desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect to all of the Offered Shares proposed to 3.4, may be sold, the Transferring Stockholder may sell all of the Offered Shares sold to the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the terms and conditions set forth Transferring Restricted Stockholder than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority InterestPreferred Majority. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing a Restricted Stockholder. If In the Transferring Stockholder's sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section Sections 3.3 and 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 2 contracts

Samples: Stockholders Agreement (Quanterix Corp), Stockholders Agreement (Quanterix Corp)

Sale to Third Party. In Any Shares held by a Transferring Stockholder that are the event subject of a Transaction Offer and that the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may sell all of be sold to such Buyer only during the Offered Shares period specified in Section 3.4(d) and only on terms no more favorable to the Buyer on the terms and conditions set forth Transferring Stockholder than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholder. If In the Transferring Stockholder's sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of this Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority Interest.

Appears in 2 contracts

Samples: Stockholders Agreement (Eagle Test Systems, Inc.), Stockholders Agreement (Eagle Test Systems, Inc.)

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Restricted Stockholder may sell all of the Offered such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority InterestPreferred Majority. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing a Restricted Stockholder. If the Transferring Restricted Stockholder's ’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iiiii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iiiiv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 2 contracts

Samples: Stockholders Agreement (Quanterix Corp), Stockholders Agreement (Quanterix Corp)

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 5.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Stockholder Principal Shareholder may sell all the remaining balance of the Offered such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.45.4. Promptly after such Transfer, the Transferring Stockholder Principal Shareholder shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit ASchedule C, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Principal Shareholder. If the Transferring Stockholder's Principal Shareholder’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Company Option Period, (ii) the expiration of the Investor Option Period, and (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 5.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Principal Shareholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 5.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Shareholder Agreement (IntraLinks Holdings, Inc.)

Sale to Third Party. In Any Unpurchased Shares held by a Transferring Management Investor that are the event subject of the Transaction Offer and that the Investors do not elect Transferring Management Investor desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect 4.4, and subject at all times to all of the Offered Shares proposed to be sold, the Transferring Stockholder may sell all of the Offered Shares to the Buyer on the terms and conditions set forth contained in any Restricted Stock Agreement and subject to such Management Investor’s receipt of the prior written consent of the Company pursuant to Section 4.1, may be sold to the Buyer only during the period specified in Section 4.4(d) and only on terms no more favorable to the Transferring Management Investor than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder Management Investor shall notify the Company and Company, which in turn shall promptly notify all of the Investors Charlesbank Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Charlesbank Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunderunder this Section 4.4, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Management Investor. If In the Transferring Stockholder's sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 4.4 or the Buyer fails timely to remit to each participating Charlesbank Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Unpurchased Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Management Investor sends a new Offer Notice and once again complies with the provisions of this Section 3.3 Sections 4.3 and 4.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Stockholders Agreement (Animal Health International, Inc.)

Sale to Third Party. In Re-offer to TCI. (a) If TCI does not send a timely written notice to Century pursuant to Section 9.1(b) specifying that TCI desires to begin negotiations with the event that the Investors do not elect to exercise the rights to Seller concerning a purchase under this Section 3.3 with respect to all by TCI of the Offered Shares proposed Interest, or if TCI and the Seller commence such negotiations but are unable to be soldenter into a binding, definitive agreement for the Transferring Stockholder may sell all sale of the Offered Shares Interest within ninety days after TCI's notice to Century pursuant to Section 9.1(b), then the Seller may undertake to sell the Offered Interest to any Person in accordance with this Section 9.2. (b) The Seller may agree to sell the Offered Interest to any Person so long as (1) the terms and conditions of such sale are not materially different from the terms specified in the First Offer Notice and (2) the binding, definitive agreement between the Seller and the purchaser of the Offered Interest is entered into within one year after (A) if TCI elected to commence negotiations pursuant to Section 9.1(b), the sixtieth day after TCI's receipt of the First Offer Notice, or (B) in all other events, the tenth Business Day after TCI's receipt of the First Offer Notice. For purposes of this Section 9.2, the terms and conditions of a proposed sale of the Offered Interest will be materially different from the terms specified in the First Offer Notice if, and only if, (1) the Purchase Price is less than that specified in the First Offer Notice, or (2) the Other Financial Terms are different from those specified in the First Offer Notice, or (3) any of the Other Terms are different from those specified in the First Offer Notice in any respect that materially reduces the value of the transaction to the Buyer Seller. (c) If the Seller desires to sell the Offered Interest to any Person on terms and conditions that are materially different from the terms specified in the First Offer Notice, then Century may send a written notice (the "Re-Offer Notice") to TCI specifying all material terms and conditions on which the Seller proposes to sell the Offered Interest (which terms shall not include the receipt by the Seller of consideration other than cash or promissory notes) and including an offer from the Seller to sell the Offered Interest to TCI on such terms and conditions. TCI may accept the offer included in the Re-Offer Notice by sending a written notice of acceptance to Century within three Business Days after TCI's receipt of the Re-Offer Notice, and such offer and acceptance shall constitute a binding agreement between TCI and the Seller concerning the sale of the Offered Interest on the terms and conditions set forth specified in the Re-Offer Notice. If Century sends a Re-Offer Notice and TCI does not timely accept the offer included in the Re-Offer Notice, subject the Seller may agree to sell the Offered Interest to any Person on the terms and conditions specified in the Re-Offer Notice so long as the binding, definitive agreement between the Seller and the purchaser of the Offered Interest is entered into within sixty days after TCI's receipt of the Re-Offer Notice. (d) The Seller shall be permitted to consummate the sale of the Offered Interest substantially in accordance with terms of any agreement entered into pursuant to this Section 9.2. If any agreement entered into pursuant to this Section 9.2 is terminated prior to the sale of the Offered Interest, then the terms of this Article 9 shall apply to any subsequent proposal to sell such Offered Interest. (e) If the Seller proposes to undertake to sell the Offered Interest in accordance with this Section 9.2 through an auction or similar process, TCI agrees that neither TCI nor any of its Controlled Affiliates will participate in such auction or similar process. The provisions of Section 3.4. Promptly after such Transfer, 9.1 and Section 9.2 shall apply to any proposed sale by the Transferring Stockholder shall notify the Company and the Investors Seller of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were Offered Interest through an Existing Stockholder. If the Transferring Stockholder's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on auction or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority Interestsimilar process.

Appears in 1 contract

Samples: Limited Partnership Agreement (Century Communications Corp)

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Stockholder Transferor may sell all of the Offered such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder Transferor shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority InterestTransfer. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing a Management Stockholder. If the Transferring Stockholder's Transferor’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iiiii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iiiiv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Transferor sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ign Entertainment Inc)

Sale to Third Party. In (a) At any time following the event that the Investors do not elect first to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Stockholder may sell all of the Offered Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholder. If the Transferring Stockholder's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest occur of: (i) the expiration any transfer of the Investor Option PeriodDeveloper's interest in the Venture pursuant to Section 9.3(b), or (ii) the expiration second (2nd) anniversary of the Co-date of this Agreement, Investor may deliver a written notice (a "Sale Election Period set forth in Section 3.4 below, if applicable, and (iiiNotice") to the satisfaction Developer indicating that the Investor intends to exercise its right to force a sale of all governmental approval or filing requirementsof the Properties by the Venture, whereupon Developer shall have the right to deliver an Offer Notice pursuant to Section 12.1. If Investor has not previously delivered a Sale Notice for all purposes under this Agreement, the Transaction Offer Investor shall be deemed to lapsehave delivered a Sale Notice as of the earliest to occur of (x) the closing of a "75% Conversion" under the Stock Purchase Agreement or (y) the fourth (4th) anniversary of the date of this Agreement. (b) If the Investor shall deliver (or be deemed to have delivered) a Sale Notice pursuant to this Section 11.1, and the Developer fails to deliver an Offer Notice within the Response Period, or if Developer delivers an Offer Notice to which the Investor responded with an Acceptance Notice and the Developer fails to close the transaction for any Transfers reason, the Investor may, without the further consent of Shares the Developer, unilaterally cause the Venture to sell the Properties to a Third Party, either as a portfolio or on a Property by Property basis, or both Venturers to sell their interests in the Venture on terms acceptable to the Investor in its sole discretion. (c) If the Investor shall deliver (or be deemed to have delivered) a Sale Notice and the Developer shall deliver an Offer Notice pursuant to such Transaction Article 12, and the Investor shall decline to accept the offer contained in the Developer's Offer Notice, either by written notice of its refusal or by failure to deliver an Acceptance Notice, then the Investor shall be in violation have all of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions rights provided in paragraph (b) of this Section 3.3 with respect 11.1, except that any such sale of the Properties or of the Venturers' interests in the Venture during the twelve (12) month period (the "Sales Period") beginning the fifteenth (15th) day following the delivery of the Offer Notice, shall be upon economic terms not materially less favorable to such Transaction the Venture than a hypothetical sale of the Properties for the Offer Price set forth in the Developer's Offer Notice. As used herein, "not materially less favorable" shall be deemed to mean a sale of one or such lapse more of the Properties for a gross purchase price, either on a portfolio or a Property by Property basis, which is waived not less than ninety-five percent (95%) of the Offer Price (or, if a Property is sold individually, the respective Property valuation set forth in writing by the Developer's Offer Notice). If the sale is of the Venturers' interests in the Venture, then "not materially less favorable" shall mean not less than the amount that the Venturers would have received if the Properties were sold for ninety-five percent (95%) of the Offer Price (or, if a Majority InterestProperty is sold individually, the respective Property valuation set forth in the Developer's Offer Notice), taking into account the assumptions described in subparagraphs (a)-(c) of Section 12.2.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Captec Net Lease Realty Inc)

Sale to Third Party. In the event that Stock has been offered for sale under and pursuant to this Section 1.2, and the Investors do Corporation and/or the other Shareholders have not elect to exercise the rights collectively exercised their options to purchase under this Section 3.3 with respect to all of the Offered Shares proposed Stock subject to be soldthe Offer, then the Transferring Stockholder Offeror may sell all or dispose of the Offered Shares any remaining Stock, but only to the Buyer on original prospective purchaser upon the terms and conditions set forth contained in the Offer; provided that if any Shareholder has elected to become a Tag-Along Shareholder pursuant to Section 1.2(e) above, then each such Tag-Along Shareholder shall have the right to sell a designated portion of his Stock along with the Stock of the Offeror on the terms described in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholder. If the Transferring Stockholder's sale to a Buyer is not consummated Notice in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) procedures set forth in this Section 1.2(h). Upon the expiration of the Investor Option Periodeighty (80) day period described in Section 1.2(e), (ii) if there remains any Stock subject to the expiration Offer that has not been purchased by the Corporation or by the other Shareholders, the Offeror shall use his best efforts to interest the prospective purchaser in purchasing all of the Coremaining Offered Stock held by the Offeror subject to the Offer, as well as all of the Stock designated by the Tag-Sale Election Period set forth in Section 3.4 below, if applicable, and Along Shareholders (iii) the satisfaction total of all governmental approval or filing requirementsof these shares is hereafter offered to as the "Available Stock"). If the prospective purchaser does not desire to purchase the entire number of shares of Available Stock, then the Transaction Offer Offeror and each of the Tag-Along Shareholders shall be deemed entitled to lapse, and any Transfers of Shares pursuant sell to such Transaction Offer shall be in violation the prospective purchaser their pro rata portion of the provisions of this Agreement unless Stock to be purchased by the Transferring Stockholder sends a new Offer Notice prospective purchaser ("Adjusted Stock"), calculated for the Offeror and once again complies the Tag-Along Shareholders, in accordance with the provisions following formula for the Offeror and each Tag-Along Shareholder: Offeror's (or Tag Along Shareholder's) shares of this Section 3.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority Interest.Stock Adjusted ______________________________ x Stock Available Stock

Appears in 1 contract

Samples: Shareholder Agreement (Fields MRS Original Cookies Inc)

Sale to Third Party. In Any Vested Shares held by a Transferring Member that are the event subject of the Transaction Offer and that the Investors do not elect Transferring Member desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect to all of the Offered Shares proposed to 9.3, may be sold, the Transferring Stockholder may sell all of the Offered Shares sold to the Buyer only during the period specified in Section 9.3(d) and only on terms no more favorable to the terms and conditions set forth Transferring Member than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder Member shall notify the Company and LLC, which in turn shall promptly notify all the Investors other Members, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interestrequested. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit AB, and upon effectiveness of such Transfer, such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Member. If In the Transferring Stockholder's sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 9.3 or the Buyer fails timely to remit to each participating Member its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Vested Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement and void AB INITIO unless the Transferring Stockholder Member sends a new Offer Notice and once again complies with the provisions of this Section 3.3 Sections 9.2 and 9.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer. Unvested Shares may not be Transferred pursuant to this Section 9.3.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stockeryale Inc)

Sale to Third Party. In Any Shares held by a Transferring Investor that are the event subject of a Transaction Offer and that the Investors do not elect Transferring Investor desires to exercise the rights Transfer to purchase under a Buyer in compliance with this Section 3.3 with respect 3.5, may be sold to all of such Buyer only during the Offered Shares proposed period specified in Section 3.5(d) and only on terms no more favorable to be sold, the Transferring Stockholder may sell all of the Offered Shares to the Buyer on the terms and conditions Investor than those set forth in the Offer Stockholder Co-Sale Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Stockholder Investor shall notify the Company New Holdings and the Founders and other Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the holders of a Majority Interestmajority of the outstanding Shares of the Participating Stockholders. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing StockholderInvestor. If the Transferring Stockholder's sale to a Buyer Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.5 or the Buyer fails timely to remit to each Participating Stockholder its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Investor sends a new Offer Stockholder Co-Sale Notice with respect to such Shares and once again complies with the provisions of this Section 3.3 3.5 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Stockholders Agreement (Clayton Holdings Inc)

Sale to Third Party. In the event that the Company, the Investors and the Founders do not elect to exercise the rights to purchase under this Section 3.3 3.4 with respect to all of the Offered Shares proposed to be sold, the Transferring Stockholder may sell all of the Offered any remaining Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.43.5. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors and Founders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Other Stockholder. If the Transferring Stockholder's ’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer Notice on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Company Option Period, (ii) the expiration of the Investor/Founder Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 3.5 below, if applicable, and (iiiiv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Stockholders Agreement (908 Devices Inc.)

Sale to Third Party. In the event that the Investors do not elect (i) If a Member Group has failed to exercise the rights its right to purchase under the Offered Interest (or has failed to consummate such purchase) within the applicable time periods specified above in this Section 3.3 with respect to all of 7.3, the Selling Group may accept the Offer and sell the Offered Shares proposed to be sold, the Transferring Stockholder may sell all of the Offered Shares Interest to the Buyer Offeror; provided that such sale shall be at the same price and on the same terms and conditions set forth as specified in the Offer Notice, subject ; and provided further that such sale shall have been approved pursuant to the provisions requirements of Section 3.4. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholder7.3(g). If the Transferring Stockholder's sale by the Selling Group to a Buyer the Offeror is not consummated within 90 days, such right to sell shall lapse and the Selling Group shall not thereafter transfer its Interest except in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 7.3, provided, however, that if governmental or regulatory approval is required for the consummation of such transaction, the Closing may be deferred until not more than 180 days subsequent to the expiration of the time periods specified above in this Section 7.3. (ii) At the closing of any sale of an Interest to a third party pursuant to this Section 7.3, such third party shall execute this Agreement or a counterpart to this Agreement and any Related Agreements to which Members of the Selling Group (or Affiliates thereof) are party and shall be bound by the provisions of and assume the obligations of the Selling Group under all such Agreements. The Selling Group shall not be relieved of any of its obligations under this Agreement arising prior to such sale, to the extent such obligations shall not be discharged by the third party, but the Selling Group shall be relieved of any obligations under this Agreement arising subsequent to such sale with respect to the Interest being transferred; nothing herein shall be construed to relieve any Member of the Selling Group of any obligations under any Related Agreement. The Selling Group and the third party shall execute such Transaction Offer documents as the other Member Groups shall reasonably request to evidence such assumption and continuing obligations. Any sale to a third party pursuant to this Section 7.3 may be structured as two or more transfers of part of the Interest being sold, which taken together effectuate a transfer of the entire Interest, all of which shall be consummated within 15 months from the date of closing of the first of such lapse is waived in writing by a Majority Interesttransfers.

Appears in 1 contract

Samples: Operating Agreement (Cincinnati Bell Inc)

Sale to Third Party. In Any Shares held by a Transferring Restricted Stockholder that are the event subject of the Transaction Offer and that the Investors do not elect Transferring Restricted Stockholder desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect to all of the Offered Shares proposed to 3.4, may be sold, the Transferring Stockholder may sell all of the Offered Shares sold to the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the terms and conditions set forth Transferring Restricted Stockholder than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing a Restricted Stockholder. If In the Transferring Stockholder's sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Option Period, (ii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section Sections 3.3 and 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Stockholders Agreement (PrimeWood, Inc.)

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Restricted Stockholder may sell all the remaining balance of the Offered such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing a Debt Investor, Management Stockholder or Other Stockholder, as the case may be. If the Transferring Restricted Stockholder's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Investor Company Option Period, (ii) the expiration of the Co-Sale Election Investor Option Period set forth in Section 3.4 below, if applicable, and (iii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Stockholders Agreement (PrimeWood, Inc.)

Sale to Third Party. In the event that the Company and the Charlesbank Investors do not elect to exercise the rights to purchase under this Section 3.3 4.3 with respect to all of the Offered Shares proposed Shares, and subject at all times to be soldthe terms and conditions contained in any Restricted Stock Agreement and subject to such Management Investor’s receipt of the prior written consent of the Company pursuant to Section 4.1, the Transferring Stockholder Management Investor may sell all of the such Offered Shares not purchased under this Section 4.3 by either the Company or the Charlesbank Investors (the “Unpurchased Shares”) to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.44.4. Promptly after such Transfer, the Transferring Stockholder Management Investor shall notify the Company and Company, which in turn shall promptly notify all of the Investors Charlesbank Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Charlesbank Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunderunder this Section 4.3, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Management Investor. If the Transferring Stockholder's Management Investor’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Charlesbank Investor Option Period, (iiiii) the expiration of the Co-Sale Election Period set forth in Section 3.4 4.4 below, if applicable, and (iiiiv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Unpurchased Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Management Investor sends a new Offer Notice and once again complies with the provisions of this Section 3.3 4.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Appears in 1 contract

Samples: Stockholders Agreement (Animal Health International, Inc.)