Common use of Third-Party Sale Clause in Contracts

Third-Party Sale. In the event the Company and/or the Major Investors have not acquired all of the Offered Shares under this Section 3.1 (Right of First Offer), then, subject to Section 3.2 (Right of Co-Sale) in the case of a Transfer by any Founders, the Seller may, within sixty (60) days (the “ROFO Unrestricted Period”) following the date of the expiration of the ROFO Deadline (the “Contract Date”) and without any further obligation to the Company or the Major Investors, except as otherwise provided herein, sell the number of Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). In addition, such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Major Investor that it is aware of the rights of the Company and the Investors contained in this Agreement, the Voting Agreement and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” (as defined in the Voting Agreement) and shall agree to be bound by the terms and conditions thereof and (z) the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”). In the event the Seller does not consummate the sale of the Offered Shares during the ROFO Unrestricted Period, the Company’s right of first offer and the Major Investors’ rights of first offer and Co-Sale Rights shall again become effective, and no transfer of such Offered Shares may be made thereafter by such Seller without again offering the same to the Company and the Major Investors in accordance with this Section 3.1.

Third-Party Sale. In Notwithstanding the event foregoing, if (i) the Company and/or and the Major Investors ROFR Holders shall not have not acquired elected to purchase all of the ROFR Offered Shares under Units on or prior to the ROFR Expiration Date, then the ROFR Offeror must comply with the terms of Section 6.5 prior to Transferring any of the ROFR Offered Units to any Person. After complying with this Section 3.1 6.3 (Right if the Company and ROFR Holders do not elect to purchase all of First Offer)the ROFR Offered Units) and after complying with Section 6.5, thenthe ROFR Offeror Holder may sell all, subject but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 3.2 6.5) within ninety (Right 90) days after the ROFR Expiration Date; or (ii) if the Company and the ROFR Holders fail to consummate the closing of Co-Sale) the purchase and sale of the ROFR Offered Units within the time period provided in the case last sentence of a Transfer by any FoundersSection 6.3(b) (such period, the Seller may, within sixty (60) days (the “ROFO Unrestricted ROFR Closing Period”) following and the date ROFR Offeror Holder has fully complied with the provisions of this Section 6.3 and Section 6.5 then the Company and the ROFR Holders shall not have the right to purchase any of the ROFR Offered Units and the ROFR Offeror Holder may sell all, but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 6.3 and Section 6.5) to a Third Party within ninety (90) days after the expiration of the ROFO Deadline (the “Contract Date”) and without any further obligation ROFR Closing Period, in each case subject to the Company or the Major Investors, except as otherwise provided herein, sell the number provisions of Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”)Section 6.10. In addition, Any such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to at less than the Company and each Major Investor that it is aware of the rights of the Company and the Investors contained in this Agreement, the Voting Agreement and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the price or upon terms and conditions hereof and such more favorable, individually or in the aggregate, to the third party purchaser than those specified in the Third Party Purchaser shall become a party to Offer. If the Voting Agreement as a “Shareholder” ROFR Offered Units are not so transferred within such ninety (as defined in the Voting Agreement) and shall agree to be bound by the terms and conditions thereof and (z) the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitation90)-day period, the Securities Act of 1933, as amended (the “Securities Act”). In the event the Seller does ROFR Offeror Holder may not consummate the sale sell any of the ROFR Offered Shares during the ROFO Unrestricted Period, the Company’s right of first offer and the Major Investors’ rights of first offer and Co-Sale Rights shall again become effective, and no transfer of such Offered Shares may be made thereafter by such Seller Units without again offering complying in full with the same to the Company and the Major Investors in accordance with provisions of this Section 3.16.3. Each ROFR Holder may assign its rights under this Section 6.3 to its Affiliates.

Third-Party Sale. In the event the Company and/or the Major Investors have not acquired all of the Offered Shares under this Section 3.1 (Right of First Offer), then, subject If at any time either Greif or NSC determines to Section 3.2 (Right of Co-Sale) in the case of effect a Transfer by any Founders, the Seller may, within sixty (60) days (the “ROFO Unrestricted Period”) following the date of the expiration of the ROFO Deadline (the “Contract Date”) and without any further obligation to the Company or the Major Investors, except as otherwise provided herein, sell the number of Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). In additionSale, such sale Person shall not be consummated unless and until (x) only proceed with such Third Party Purchaser shall represent in writing Sale if: (i) it receives the written consent of the Non-Selling Party to the Company and each Major Investor that it proposed Third Party Sale (not to be unreasonably withheld); (ii) the prospective third party purchaser is aware not a direct competitor of the rights Non-Selling Party (in the reasonable determination of the Company Non-Selling Party); (iii) the Ownership Interest offered for sale is a minority interest of either Greif HoldCo or Dabbagh HoldCo, as the case may be; (iv) if the Third Party Sale involves Greif HoldCo, then the Third Party Sale must be structured such that Greif Parent (or one of its Affiliates) would retain Control of Greif HoldCo following consummation of the Third Party Sale and such other provisions shall have been made (including, if applicable, amendments to the Transaction Documents and/or the Constituent Documents) to the reasonable satisfaction of NSC to ensure that the governance and economic aspects of the Global Alliance will continue to function post-Third Party Sale in a manner substantially similar to the pre-Third Party Sale status and the Investors contained intentions of the parties reflected herein; and (v) if the Third Party Sale involves Dabbagh HoldCo, then the Third Party Sale must be structured such that Dabbagh Parent (or one of its Affiliates) would retain Control of Dabbagh HoldCo following consummation of the Third Party Sale and such other provisions shall have been made (including, if applicable, amendments to the Transaction Documents and/or the Constituent Documents) to the reasonable satisfaction of Greif to ensure that the governance and economic aspects of the Global Alliance will continue to function post-Third Party Sale in this Agreement, a manner substantially similar to the Voting Agreement pre-Third Party Sale status and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” (as defined in the Voting Agreement) and shall agree to be bound by the terms and conditions thereof and (z) the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”). In the event the Seller does not consummate the sale intentions of the Offered Shares during the ROFO Unrestricted Period, the Company’s right of first offer and the Major Investors’ rights of first offer and Co-Sale Rights shall again become effective, and no transfer of such Offered Shares may be made thereafter by such Seller without again offering the same to the Company and the Major Investors in accordance with this Section 3.1parties reflected herein.

Third-Party Sale. In ‌ (a) If within the event Exit Period, the Company and/or does not or is unable to, for any reason, provide an Exit to the Major Investors have not acquired all of the Offered Shares under this Section 3.1 (Right of First Offerin accordance with Clause 8.3(a), then, subject upon the expiry of the Exit Period, any of the Investors (acting jointly or severally) may, at their discretion, by issuing a written notice to Section 3.2 the Company (Right “Exit Notice”), instruct the Company and the Promoter to use best endeavours to arrange a buyer for all (and not less than all) of Co-Salethe Investment Securities of (A) the CC Shareholder Group, SCI Shareholder Group, the New Investor Group and the New Shareholder (if the Exit Notice has been issued by all the Investor Shareholder Groups and the New Shareholder) and (B) (i) CC Shareholder Group (if only CC Shareholders have issued the Exit Notice) or (ii) the SCI Shareholder Group (if only the Existing Investor has issued the Exit Notice) or (iii) the New Investor Group (if only the New Investor Group have issued the Exit Notice) or (iv) the New Shareholder (if only the new Shareholder has issued the Exit Notice) or (v) the relevant Series F Investor(s) (if only certain Series F Investor(s) have issued the Exit Notice), or any combination of the above, in each case, at a price per share which is acceptable to the relevant Investor(s) issuing Exit Notice and that is not less‌ than the fair market value calculated in the case of a Transfer by any Founders, the Seller maymanner provided below, within sixty a period of 365 (60three hundred and sixty-five) days (the “ROFO Unrestricted Period”) following from the date of the expiration Exit Notice. Within 15 (fifteen) days of the ROFO Deadline Exit Notice, the Parties shall cause the Board to appoint a reputed merchant banker (“Merchant Banker”) acceptable to the Shareholder(s) issuing the Exit Notice to find a buyer for the Investment Securities held by Shareholder(s) issuing Exit Notice (“Contract Appointment Date”). (b) The fair market value of the Investment Securities (“FMV”) shall be determined by a Merchant Banker appointed as per Clause 8.4(a) above and the Merchant Banker shall provide the fair market value results to the Shareholder(s) issuing the Exit Notice and the Company within 30 (thirty) days from the Appointment Date. If the fair market value results are not acceptable to the Shareholder(s) issuing the Exit Notice, then (a) such Shareholder(s) issuing the Exit Notice shall appoint 1 (one) valuer (“Exit Notice Valuer”) and (b) the Promoter shall appoint 1 (one) valuer (“Promoter Valuer”), both at the cost of the Company, to compute the fair market value within a period of 1 (one) month of their appointment (“FMV Computation Date”) and without the fair market value shall be the average of the values determined by such appointed valuers. Provided that if the fair market value determined by the valuers varies by more than 20% (twenty percent) of the higher value, then the valuers together shall promptly, but in any further obligation to event within 5 (five) days of the FMV Computation Date, appoint a separate valuer who shall determine the FMV within a period of 1 (one) month of its appointment, within the range of values determined by Exit Notice Valuer and the Promoter Valuer, and such fair market value shall be binding on the Parties. For the avoidance of doubt, then existing statutory auditor(s) of the Company or the Major Investors, except as otherwise provided herein, sell the number of Offered Shares, at not less than one hundred percent (100%its Subsidiary(ies) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). In addition, such sale shall not be consummated unless appointed as valuer(s) under this sub-clause (b).‌ (c) The Company and until the Promoter agree to provide such access and information as may be requested by the buyer (xas mentioned in sub-clause (a) above), co-operate in any due- diligence conducted by such Third Party Purchaser shall represent in writing buyer, and provide such representations, warranties and related indemnities with respect to the Company and each Major Investor that it is aware of the rights operations of the Company as are customary for such transactions; and (b) covenant to not compete as are customary for such transactions. The Shareholder(s) issuing the Investors contained in this Agreement, the Voting Agreement Exit Notice shall only provide warranties and the Investors’ Rights Agreement, (y) prior indemnities relating to the purchase ownership, title, no Encumbrance and taxes in relation to the Investment Securities being sold by them, as are customary to such transactions and/ or as may be requested by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” (as defined in the Voting Agreement) and shall agree to be bound by the terms and conditions thereof and (z) the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”). In the event the Seller does not consummate the sale of the Offered Shares during the ROFO Unrestricted Period, the Company’s right of first offer and the Major Investors’ rights of first offer and Co-Sale Rights shall again become effective, and no transfer of such Offered Shares may be made thereafter by such Seller without again offering the same to the Company and the Major Investors in accordance with this Section 3.1buyer.

Third-Party Sale. In (a) If following the event the Company and/or the Major Investors have not acquired all third anniversary of the Offered Shares under this Section 3.1 (Right of First Offer), then, subject to Section 3.2 (Right of Co-Sale) in the case of a Transfer by any Founders, the Seller may, within sixty (60) days (the “ROFO Unrestricted Period”) following the date of the expiration of the ROFO Deadline (the “Contract Date”) and without any further obligation to the Company or the Major Investors, except as otherwise provided herein, sell the number of Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). In addition, such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Major Investor that it is aware of the rights of the Company and the Investors contained in this Agreement, the Voting Agreement and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” Closing (as defined in the Voting Transaction Agreement) and shall agree ), the Company’s projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to be bound by less than $5,000,000, and either (i) the Rollover Investor intends to cause a Third Party Sale (as defined below), or (ii) the Company receives a bona fide unsolicited third party proposal for a Third Party Sale (an “Unsolicited Proposal”), then, in either such case, prior to initiating a process (a “Sale Process”) for a Third Party Sale or entering into a definitive agreement with respect to such Unsolicited Proposal, Nord shall have a right of first offer a (“ROFO”) as follows: (i) The Rollover Investor shall give written notice to Nord of such Sale Process or Unsolicited Proposal, as applicable, including in reasonable detail the identity of the proposed purchaser or transferee, any terms and conditions thereof and known at such time (z) including the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitationpurchase price, the Securities Act proposed date of 1933, as amended the sale and any other applicable economic terms) (the “Securities ActROFO Notice”). (ii) Upon receipt of the ROFO Notice, Nord shall have twenty (20) Business Days (the “ROFO Period”) to offer to purchase all (but not less than all) of the Option Equity (as defined below), Incentive Units and any other Units held by any other Unit Holder by delivering a written notice (an “Offer Notice”) to the Rollover Investor stating that it offers to purchase such equity in accordance with the terms specified in the ROFO Notice. (iii) During the ROFO Period, the Rollover Investor shall not, and shall cause the Company and its representatives not to, (A) enter into an exclusivity arrangement or definitive agreement with any party in connection with any Third Party Sale (other than a customary nondisclosure agreement) or (B) solicit, initiate or knowingly encourage any inquiry, proposal or offer from any party providing for any Third Party Sale or participate in any discussions or negotiations regarding any Third Party Sale with any party who has made any inquiry, proposal or offer regarding a Third Party Sale. In the event Nord and the Seller does not consummate Rollover Investor enter into a definitive agreement with respect to the sale of the Offered Shares Option Equity, Incentive Units and all other Units held by any other Unit Holder, the consummation of such transaction shall be in accordance with Section 7.4(d), and in such transaction, the Rollover Investor shall cause all other Unit Holders to Transfer their Units to Nord. (iv) In the event Nord does not deliver an Offer Notice during the ROFO Unrestricted Period, Nord shall be deemed to have waived all of its rights to purchase the Units in the Company under this Section 7.4(a), and the Rollover Investor shall thereafter have the right to consummate a Third Party Sale, including pursuant to the provisions of Section 7.4(d). (v) If the Rollover Investor does not, within 180 days after the end of the ROFO Period, enter into a definitive agreement for a Third Party Sale, or if the Rollover Investor enters into such an agreement and it is subsequently terminated or the transactions contemplated thereby are not consummated within 180 days of entering into such agreement, then the Rollover Investor will again be subject to the restrictions of this Section 7.4(a), and must afford Nord another ROFO Period in order to cause the restrictions of Section 7.4(a) to lapse as contemplated therein. For the avoidance of doubt, for any Third Party Sale prior to the third anniversary of the Closing, when the Company’s right projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to be less than $5,000,000, Nord’s prior written consent to such Third Party Sale shall be required. (b) If at any time that (x) the Company’s projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to equal or exceed $5,000,000 and (y) the Rollover Investor intends to cause a Third Party Sale, then (i) during April of such calendar year, the Rollover Investor shall provide written notice to Nord and (ii) during the twelve (12) month period following receipt of such written notice by Nord, the Rollover Investor shall be permitted to cause a Third Party Sale; provided that (A) the Rollover Investor shall comply with, and Nord shall be subject to, the ROFO provisions set forth in Section 7.4(a) and (B) any such Third Party Sale is, until a definitive agreement with respect thereto has been executed, subject to the Nord Call Right set forth in Section 7.5(a). (c) If at any time that (x) the Company’s projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to equal or exceed $5,000,000 and (y) the Company receives an Unsolicited Proposal, then the Rollover Investor shall be permitted to cause a Third Party Sale; provided that (i) the Rollover Investor shall comply with, and Nord shall be subject to, the ROFO provisions set forth in Section 7.4(a) and (ii) any such Third Party Sale is, until a definitive agreement with respect thereto has been executed, subject to the Nord Call Right set forth in Section 7.5(a). (d) If the Rollover Investor is permitted to cause a Third Party Sale pursuant to this Section 7.4, each Unit Holder will consent to and raise no objections to the proposed transaction, and will take all other actions reasonably necessary or desirable to cause the consummation of such Third Party Sale on the terms proposed by the Rollover Investor including by causing all of such Unit Holder’s Units to be transferred to the purchaser in such Third Party Sale. The obligations of the Unit Holders pursuant to this Section 7.4(d) with respect to a Third Party Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Third Party Sale to all of the Unit Holders shall be allocated among Unit Holders in accordance with the distributions set forth in Section 4.1(a), and (y) upon the consummation of the Third Party Sale, all of Unit Holders shall receive the same form of consideration per Unit of the same class. Nord will not be obligated to make any representations or warranties to the purchaser in a Third Party Sale, except as to (A) good and valid title to its Units to be transferred, (B) the legal capacity and authority for, and validity, binding effect and enforceability of (as against Nord), any agreement entered into by Nord in connection with the Third Party Sale, and (C) the absence of encumbrances, with respect to its Units to be Transferred. All representations and warranties made by Nord in connection with the Third Party Sale shall be on a several and not joint basis. In connection with any Third Party Sale, each Unit Holder agrees to be bound by, but in each case, solely as to, or to the extent of, the representations and warranties made by such Unit Holder, agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be in the reverse order of the distributions priorities set forth in Section 4.1(a) (i.e., the holders of Units having the lowest priority of distributions having the first offer obligation with respect to any such indemnification, escrow, holdback and adjustment obligations), and (B) shall not exceed the total amount of consideration received by such Member in connection with such Third Party Sale of the Company. (e) To the extent that a Unit Holder does not take any actions required to be taken by it pursuant to this Section 7.4 and when requested by the Board pursuant to this Section 7.4, each such Unit Holder hereby constitutes and appoints the Board as such Unit Holder’s true and lawful Attorney-in-Fact and authorizes the Attorney-in-Fact to execute on behalf of such Unit Holder any and all documents and instruments which the Attorney-in-Fact deems necessary and appropriate in connection with the Third Party Sale. The foregoing power of attorney is irrevocable and is coupled with an interest. (f) Upon the execution of a definitive agreement with respect to any Third Party Sale, the Nord Call Right, the Rollover Put Right, and the Major Investors’ rights of first offer and Co-Sale Rights Nord Put Right shall again become effectivebe suspended, and no transfer upon the closing of such Offered Shares may a Third Party Sale, the Nord Call Right, the Rollover Put Right, and the Nord Put Right shall be made thereafter terminated. (g) For purposes of this Agreement, a “Third Party Sale” shall mean any direct or indirect sale to an independent third party of all of the Units in the Company (including by such Seller without again offering merger, consolidation, reorganization or combination of the same to Company) or a sale of all or substantially all of the assets of the Company and the Major Investors in accordance with its Subsidiaries. For purposes of this Section 3.17.4, the Rollover Investor and its direct and indirect owners may elect to convey the Rollover Investor’s Units to the third party in a Third Party Sale in any combination of Units in the Company and stock in a corporation whose assets consist solely of direct or indirect equity interests in the Rollover Investor (such stock, “Blocker Stock” and, the Blocker Stock together with any Units held by the Rollover Investor and/or its Affiliates, the “Option Equity”). If a Third Party Sale is to include the sale of the Blocker Stock, such sale of Blocker Stock shall be preceded by the Rollover Investor distributing interests in the Company in redemption of the Rollover Investor’s equity followed by the sole owner of the Rollover Investor distributing the interests in the Company to the Rollover Investor Blocker in redemption of the Rollover Investor Blocker’s ownership in the sole owner of the Rollover Investor related to the Company, such that the Rollover Investor Blocker would own its interests in the Company directly at the time of the sale of the Blocker Stock (a “Pre-Sale Distribution”).

Third-Party Sale. In (a) If following the event the Company and/or the Major Investors have not acquired all third anniversary of the Offered Shares under this Section 3.1 (Right of First Offer), then, subject to Section 3.2 (Right of Co-Sale) in the case of a Transfer by any Founders, the Seller may, within sixty (60) days (the “ROFO Unrestricted Period”) following the date of the expiration of the ROFO Deadline (the “Contract Date”) and without any further obligation to the Company or the Major Investors, except as otherwise provided herein, sell the number of Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). In addition, such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Major Investor that it is aware of the rights of the Company and the Investors contained in this Agreement, the Voting Agreement and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” Closing (as defined in the Voting Transaction Agreement) and shall agree ), the Company’s projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to be bound by less than $5,000,000, and either (i) the Rollover Investor intends to cause a Third Party Sale (as defined below), or (ii) the Company receives a bona fide unsolicited third party proposal for a Third Party Sale (an “Unsolicited Proposal”), then, in either such case, prior to initiating a process (a “Sale Process”) for a Third Party Sale or entering into a definitive agreement with respect to such Unsolicited Proposal, Nord shall have a right of first offer a (“ROFO”) as follows: (i) The Rollover Investor shall give written notice to Nord of such Sale Process or Unsolicited Proposal, as applicable, including in reasonable detail the identity of the proposed purchaser or transferee, any terms and conditions thereof and known at such time (z) including the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitationpurchase price, the Securities Act proposed date of 1933, as amended the sale and any other applicable economic terms) (the “Securities ActROFO Notice”). (ii) Upon receipt of the ROFO Notice, Nord shall have twenty (20) Business Days (the “ROFO Period”) to offer to purchase all (but not less than all) of the Option Equity (as defined below), Incentive Units and any other Units held by any other Unit Holder by delivering a written notice (an “Offer Notice”) to the Rollover Investor stating that it offers to purchase such equity in accordance with the terms specified in the ROFO Notice. (iii) During the ROFO Period, the Rollover Investor shall not, and shall cause the Company and its representatives not to, (A) enter into an exclusivity arrangement or definitive agreement with any party in connection with any Third Party Sale (other than a customary nondisclosure agreement) or (B) solicit, initiate or knowingly encourage any inquiry, proposal or offer from any party providing for any Third Party Sale or participate in any discussions or negotiations regarding any Third Party Sale with any party who has made any inquiry, proposal or offer regarding a Third Party Sale. In the event Nord and the Seller does not consummate Rollover Investor enter into a definitive agreement with respect to the sale of the Offered Shares Option Equity, Incentive Units and all other Units held by any other Unit Holder, the consummation of such transaction shall be in accordance with Section 7.4(d), and in such transaction, the Rollover Investor shall cause all other Unit Holders to Transfer their Units to Nord. (iv) In the event Nord does not deliver an Offer Notice during the ROFO Unrestricted Period, Nord shall be deemed to have waived all of its rights to purchase the Units in the Company under this Section 7.4(a), and the Rollover Investor shall thereafter have the right to consummate a Third Party Sale, including pursuant to the provisions of Section 7.4(d). (v) If the Rollover Investor does not, within 180 days after the end of the ROFO Period, enter into a definitive agreement for a Third Party Sale, or if the Rollover Investor enters into such an agreement and it is subsequently terminated or the transactions contemplated thereby are not consummated within 180 days of entering into such agreement, then the Rollover Investor will again be subject to the restrictions of this Section 7.4(a), and must afford Nord another ROFO Period in order to cause the restrictions of Section 7.4(a) to lapse as contemplated therein. For the avoidance of doubt, for any Third Party Sale prior to the third anniversary of the Closing, when the Company’s right projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to be less than $5,000,000, Nord’s prior written consent to such Third Party Sale shall be required. (b) If at any time that (x) the Company’s projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to equal or exceed $5,000,000 and (y) the Rollover Investor intends to cause a Third Party Sale, then (i) during April of such calendar year, the Rollover Investor shall provide written notice to Nord and (ii) during the twelve (12) month period following receipt of such written notice by Nord, the Rollover Investor shall be permitted to cause a Third Party Sale; provided that (A) the Rollover Investor shall comply with, and Nord shall be subject to, the ROFO provisions set forth in Section 7.4(a) and (B) any such Third Party Sale is, until a definitive agreement with respect thereto has been executed, subject to the Nord Call Right set forth in Section 7.5(a). (c) If at any time that (x) the Company’s projected EBITDA for the then current fiscal year ending on June 30th of such calendar year is expected to equal or exceed $5,000,000 and (y) the Company receives an Unsolicited Proposal, then the Rollover Investor shall be permitted to cause a Third Party Sale; provided that (i) the Rollover Investor shall comply with, and Nord shall be subject to, the ROFO provisions set forth in Section 7.4(a) and (ii) any such Third Party Sale is, until a definitive agreement with respect thereto has been executed, subject to the Nord Call Right set forth in Section 7.5(a). (d) If the Rollover Investor is permitted to cause a Third Party Sale pursuant to this Section 7.4, each Unit Holder will consent to and raise no objections to the proposed transaction, and will take all other actions reasonably necessary or desirable to cause the consummation of such Third Party Sale on the terms proposed by the Rollover Investor including by causing all of such Unit Holder’s Units (including any Series A Units into which the Note is converted immediately prior to the Third Party Sale) to be transferred to the purchaser in such Third Party Sale. The obligations of the Unit Holders pursuant to this Section 7.4(d) with respect to a Third Party Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Third Party Sale to all of the Unit Holders shall be allocated among Unit Holders in accordance with the distributions set forth in Section 4.1(a), and (y) upon the consummation of the Third Party Sale, all Unit Holders shall receive the same form of consideration per Unit of the same class. Nord will not be obligated to make any representations or warranties to the purchaser in a Third Party Sale, except as to (A) good and valid title to its Units to be transferred, (B) the legal capacity and authority for, and validity, binding effect and enforceability of (as against Nord), any agreement entered into by Nord in connection with the Third Party Sale, and (C) the absence of encumbrances, with respect to its Units to be Transferred. All representations and warranties made by Nord in connection with the Third Party Sale shall be on a several and not joint basis. In connection with any Third Party Sale, each Unit Holder agrees to be bound by, but in each case, solely as to, or to the extent of, the representations and warranties made by such Unit Holder, agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be in the reverse order of the distributions priorities set forth in Section 4.1(a) (i.e., the holders of Units having the lowest priority of distributions having the first offer obligation with respect to any such indemnification, escrow, holdback and adjustment obligations), and (B) shall not exceed the total amount of consideration received by such Member in connection with such Third Party Sale of the Company. (e) To the extent that a Unit Holder does not take any actions required to be taken by it pursuant to this Section 7.4 and when requested by the Board pursuant to this Section 7.4, each such Unit Holder hereby constitutes and appoints the Board as such Unit Holder’s true and lawful Attorney-in-Fact and authorizes the Attorney-in-Fact to execute on behalf of such Unit Holder any and all documents and instruments which the Attorney-in-Fact deems necessary and appropriate in connection with the Third Party Sale. The foregoing power of attorney is irrevocable and is coupled with an interest. (f) Upon the execution of a definitive agreement with respect to any Third Party Sale, the Nord Call Right, the Rollover Put Right, and the Major Investors’ rights of first offer and Co-Sale Rights Nord Put Right shall again become effectivebe suspended, and no transfer upon the closing of such Offered Shares may a Third Party Sale, the Nord Call Right, the Rollover Put Right, and the Nord Put Right shall be made thereafter terminated. (g) For purposes of this Agreement, a “Third Party Sale” shall mean any direct or indirect sale to an independent third party of all of the Units in the Company (including any Series A Units into which the Note is converted immediately prior to the Third Party Sale, and including by such Seller without again offering merger, consolidation, reorganization or combination of the same to Company) or a sale of all or substantially all of the assets of the Company and the Major Investors in accordance with its Subsidiaries. For purposes of this Section 3.17.4, the Rollover Investor and its direct and indirect owners may elect to convey the Rollover Investor’s Units to the third party in a Third Party Sale in any combination of Units in the Company and stock in a corporation whose assets consist solely of direct or indirect equity interests in the Rollover Investor (such stock, “Blocker Stock” and, the Blocker Stock together with any Units held by the Rollover Investor and/or its Affiliates, the “Option Equity”). If a Third Party Sale is to include the sale of the Blocker Stock, such sale of Blocker Stock shall be preceded by the Rollover Investor distributing interests in the Company in redemption of the Rollover Investor’s equity followed by the sole owner of the Rollover Investor distributing the interests in the Company to the Rollover Investor Blocker in redemption of the Rollover Investor Blocker’s ownership in the sole owner of the Rollover Investor related to the Company, such that the Rollover Investor Blocker would own its interests in the Company directly at the time of the sale of the Blocker Stock (a “Pre-Sale Distribution”).