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.