Common use of Sale to Third Party Clause in Contracts

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. 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. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority Interest.

Sale to Third Party. Any Shares held by a Transferring Restricted Stockholder that are the subject of a the Transaction Offer and that the Transferring Restricted Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Restricted Stockholder than those contained in the Offer Notice. 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. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 with respect to such Offered Shares and once again complies with the provisions of Section Sections 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any 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 held by a Transferring Stockholder that are the subject of a Transaction Offer and that proposed to be sold, the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during sell all of the period specified in Section 3.4(d) and only on terms no more favorable Offered Shares to the Transferring Stockholder than those contained 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. In If the event that Transferring Stockholder's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer is not consummated within on or before sixty (60) calendar days after the period required by this 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 the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceedsfiling requirements, the Transaction Offer shall be deemed to lapse, and any Transfer 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 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.

Sale to Third Party. Any Shares held Interests owned by a Transferring Stockholder the Initiating Partner that are the subject of a Transaction Offer the Tag Sale Notice and that the Transferring Stockholder Initiating Partner desires to Transfer to a Buyer following compliance with this Section 3.4, 9.3 may be sold to such Buyer only during the period specified in Section 3.4(d9.3(d) and only on terms no more favorable to the Transferring Stockholder Initiating Partner than those contained in the Offer Tag Sale Notice. Promptly after such Transfer, the Transferring Stockholder Initiating Partner shall notify the Company and the Investors General Partner, which in turn shall promptly notify each Class A Partner, 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 Interestsuch Partner. Prior to the effectiveness of any Transfer to in a Buyer hereunderTag Sale under this Section 9.3, the purchaser in such Buyer Tag Sale shall have entered into a Joinder Agreement in substantially for purposes of making such purchaser a party hereto binding such purchaser and subject to all of the form attached hereto as Exhibit Aterms and conditions hereof, and admitting such Buyer shall have all purchaser as a Partner to the rights and obligations hereunder as if such Buyer were an Existing StockholderPartnership. In the event that the Transaction Offer Tag Sale is not consummated within the period required by this Section 3.4 9.3(d) or the Buyer purchaser fails timely to remit to each participating Investor its respective the Tagging Partners their portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares Interests pursuant to such Transaction Offer Tag Sale shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Initiating Partner sends a new Offer Tag Sale Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 ARTICLE IX with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestTag Sale.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are In the subject of a Transaction Offer and event that the Transferring Stockholder desires Company and the Investors do not elect to Transfer exercise the rights to a Buyer following compliance with purchase under this Section 3.43.3 with respect to all of the Shares proposed to be sold, the Transferor may be sold to sell all such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable Shares to the Transferring Stockholder than those contained 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. In If the event that Transferor’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer is not consummated within on or before sixty (60) calendar days after the period required by this latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceedsfiling requirements, the Transaction Offer shall be deemed to lapse, and any Transfer 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 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 InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are In the subject of a Transaction Offer and event that the Transferring Stockholder desires Company and the Investors do not elect to Transfer exercise the rights to a Buyer following compliance with purchase under this Section 3.45.3 with respect to all of the Shares proposed to be sold, the Transferring Principal Shareholder may be sold to sell the remaining balance of such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable Shares to the Transferring Stockholder than those contained Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 5.4. 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. In If the event that Transferring Principal Shareholder’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer is not consummated within on or before sixty (60) calendar days after the period required by this Section 3.4 or latest of: (i) the Buyer fails timely to remit to each participating Investor its respective portion expiration of the sale proceedsCompany Option Period, (ii) the expiration of the Investor Option Period, and (iii) the expiration of the Co-Sale Election Period set forth in Section 5.4 below, if applicable, the Transaction Offer shall be deemed to lapse, and any Transfer 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 with respect to such Offered Shares and once again complies with the provisions of this Section 3.3 and Section 3.4 5.3 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Principal Shareholder that are the subject of a the Transaction Offer and that the Transferring Stockholder Principal Shareholder desires to Transfer to a Buyer following compliance with this Section 3.45.4, may be sold to such the Buyer only during the period specified in Section 3.4(d5.4(d) and only on terms no more favorable to the Transferring Stockholder Principal Shareholder than those contained in the Offer Notice. 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. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 5.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer 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 with respect to such Offered Shares and once again complies with the provisions of Section 3.3 Sections 5.3 and Section 3.4 5.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares Units held by a Transferring Stockholder Member that are the subject of a the Transaction Offer Offer, that have not been purchased by the participating investors and that the Transferring Stockholder Member desires to Transfer to a Buyer following compliance with this Section 3.47.4(d), may be sold to such Buyer only during the period specified in Section 3.4(d7.4(d)(iv) and only on terms no more favorable to the Transferring Stockholder Member than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Member shall notify the Company and Company, which in turn shall promptly notify the Investors Non-Purchasing Members, of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interestthe Board of Managers. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder become bound by the terms of this Agreement in substantially the form attached hereto same manner as Exhibit Athe Transferring Member, and whereupon such Buyer shall have all the rights and obligations of a Member hereunder as if upon approval of the admission of such Buyer were an Existing StockholderTransferee hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 7.4(d) or the Buyer fails timely to remit to each participating Investor Non-Purchasing Member its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer Units by the Transferring Member shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Member sends a new Offer Notice with respect to such Offered Shares Units and once again complies with the provisions of Section 3.3 Sections 7.4(c) and Section 3.4 7.4(d) with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following in compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. 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 Interestthereof. 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 AAgreement, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Management Stockholder or X.X. Xxxxx, as applicable. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to arising out of or resulting from 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 Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any In the event that the Company, the Investors and the Founders do not elect to exercise the rights to purchase under this Section 3.4 with respect to all of the Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that proposed to be sold, the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable sell any remaining Shares to the Transferring Stockholder than those contained Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.5. 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. In If the event that the Transaction Offer Transferring Stockholder’s sale to a Buyer is not consummated within in accordance with the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion terms of the sale proceedsOffer Notice 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/Founder Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.5 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfer 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 with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and this Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Investor that are the subject of a Transaction Offer and that the Transferring Stockholder Investor desires to Transfer to a Buyer following in compliance with this Section 3.43.5, may be sold to such Buyer only during the period specified in Section 3.4(d3.5(d) and only on terms no more favorable to the Transferring Stockholder Investor than those contained set forth in the Offer Stockholder Co-Sale Notice. 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. In the event that If the Transaction Offer is not consummated within the period required by this Section 3.4 3.5 or the Buyer fails timely to remit to each participating Investor Participating Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 3.5 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Vested Shares held by a Transferring Stockholder Member that are the subject of a the Transaction Offer and that the Transferring Stockholder Member desires to Transfer to a Buyer following compliance with this Section 3.49.3, may be sold to such the Buyer only during the period specified in Section 3.4(d9.3(d) and only on terms no more favorable to the Transferring Stockholder Member than those contained in the Offer Notice. 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. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 9.3 or the Buyer fails timely to remit to each participating Investor Member its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 with respect to such Offered Shares and once again complies with the provisions of Section 3.3 Sections 9.2 and Section 3.4 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.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. 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 date of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered enter into a Joinder Agreement in substantially the form attached hereto as of Exhibit A, and whereupon such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholderof a Stockholder hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer by the Transferring Stockholder 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 Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a the Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.43.04, may be sold to such the Buyer only during the period specified in Section 3.4(d3.04(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors other Stockholders, 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 A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing a Stockholder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 3.04 or the Buyer fails timely to remit to each participating Investor Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 Section 3.3 Sections 3.03 and Section 3.4 3.04 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Unpurchased Shares held by a Transferring Stockholder Management Investor that are the subject of a the Transaction Offer and that the Transferring Stockholder Management Investor desires to Transfer to a Buyer following compliance with this Section 3.44.4, and subject at all times to the 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, may be sold to such the Buyer only during the period specified in Section 3.4(d4.4(d) and only on terms no more favorable to the Transferring Stockholder Management Investor than those contained in the Offer Notice. 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. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 4.4 or the Buyer fails timely to remit to each participating Charlesbank Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 with respect to such Offered Shares and once again complies with the provisions of Section 3.3 Sections 4.3 and Section 3.4 4.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Shareholder that are the subject of a Transaction Offer and that the Transferring Stockholder Shareholder desires to Transfer to a Buyer following in compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder Shareholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Shareholder shall notify the Company and the Investors Eligible Shareholders 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 be reasonably be requested by a Majority Interestthe Company. 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, A. and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Shareholder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor Eligible Shareholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Shareholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Seller that are the subject of a Transaction Offer Seller Transfer and that the Transferring Stockholder Seller desires to Transfer to a Buyer following in compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder Seller than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Seller shall notify the Company New Holdings 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 EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholdera Founder. In If the event that the Transaction Offer Seller Transfer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer Seller Transfer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer Seller Transfer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Seller sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestSeller Transfer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Major Investor that are the subject of a Transaction Offer and that the Transferring Stockholder Major Investor desires to Transfer to a Buyer following in compliance with this Section 3.43.5, may be sold to such Buyer only during the period specified in Section 3.4(d3.5(d) and only on terms no more favorable to the Transferring Stockholder Major Investor than those contained set forth in the Offer Management Stockholder Co-Sale Notice. Promptly after such Transfer, the Transferring Stockholder Major Investor shall notify the Company and the Investors Management Stockholders of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Majority Interestthe Company. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered enter into a Joinder Agreement in substantially the form attached hereto as of Exhibit A, and whereupon such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholderof a Major Investor hereunder. In the event that If the Transaction Offer is not consummated within the period required by this Section 3.4 3.5 or the Buyer fails timely to remit to each participating Investor Participating Management Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Major Investor sends a new Offer Management Stockholder Co-Sale Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 3.5 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a the Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.43.5, may be sold to such the Buyer only during the period specified in Section 3.4(d3.4(f) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring 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 A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Other Stockholder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 3.5 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 Section 3.3 Sections 3.4 and Section 3.4 3.5 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Management Stockholder that are the subject of a Transaction Offer and that the Transferring Management Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Management Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Management Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered enter into a Joinder Agreement in substantially the form attached hereto as of Exhibit A, and whereupon such Buyer shall have all the rights and obligations hereunder as if such Buyer were an Existing Stockholderof a Management Stockholder hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer by the Transferring Management Stockholder shall be in violation of the provisions of this Agreement unless the Transferring Management Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Restricted Stockholder that are the subject of a the Transaction Offer and that the Transferring Restricted Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Restricted Stockholder than those contained in the Offer Notice. 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. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any 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 with respect to such Offered Shares and once again complies with the provisions of Section Sections 3.3 and Section 3.4 with respect to such Transaction Offer or such lapse is waived in writing by a Majority InterestOffer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are In the subject of a Transaction Offer and event that the Transferring Stockholder desires Company and the Investors do not elect to Transfer exercise the rights to a Buyer following compliance with purchase under this Section 3.43.3 with respect to all of the Shares proposed to be sold, the Transferring Restricted Stockholder may be sold to sell the remaining balance of such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable Shares to the Transferring Stockholder than those contained Buyer on the terms and conditions set forth in the Offer Notice. 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. In If the event that Transferring Restricted Stockholder's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer is not consummated within on or before sixty (60) calendar days after the period required by this Section 3.4 or latest of: (i) the Buyer fails timely to remit to each participating Investor its respective portion expiration of the sale proceedsCompany Option Period, (ii) the expiration of the Investor Option Period and (iii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfer 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 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 InterestOffer.