Common use of Transfer of Offered Shares to Third Parties Clause in Contracts

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, to any third party which is not an Affiliate of, or related to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 90% of the First Offer Price and Terms, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, Stockholder the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b4.3 and Section 4.4(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, sell to any third party which is not an Affiliate of, or related by consanguinity or marriage to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 9095% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 5.01 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b4.03(b) hereof, for a period of 120 calendar days from the earlier of (ia) the expiration of the option period pursuant to Section 5.1 5.01 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.15.01, to enter into an agreement to sell, or to sell, sell to any third party which is not an Affiliate of, or related by consanguinity or marriage to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 90% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, sell (for cash only) to any third party which is not an Affiliate of, or related by consanguinity or marriage to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 9095% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 4.1 by a Selling Shareholder have been duly given and the Stockholders Shareholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder Shareholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling StockholderShareholder, the other Stockholders Shareholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder Shareholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b) Sections 3.3 and 3.4 hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period other Shareholders’ or Company’s rights to purchase such Shares pursuant to Section 5.1 4.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder Shareholder receives notice from all of the other Stockholders Shareholders and the Company that they will not exercise in whole or in part the options rights granted pursuant to Section 5.14.1, to enter into an agreement to sell, or to sell, sell to any third party which is all (but not an Affiliate of, or related to, the Selling Stockholder less than all) of the Offered Securities remaining unsold at a price of not less than 9095% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, Stockholder the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b4.3 and Section 4.4(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, sell to any third party which is not an Affiliate of, or related by consanguinity or marriage to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 9095% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all ------------------------------------------- notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, to any third party which is not an Affiliate of, or related to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 90% of the First Offer Price and Terms, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities Securities, or if with the consent of the Selling Stockholder, Stockholder the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, sell to any third party which is not an Affiliate of, or related by consanguinity or marriage to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 9095% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.

Transfer of Offered Shares to Third Parties. If all notices ------------------------------------------- required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company do not exercise their respective options to purchase all of the Offered Securities at the First Offer Price and Terms and the Selling Stockholder does not desire to sell less than all the Offered Securities or if with the consent of the Selling Stockholder, the other Stockholders and the Company purchase less than all of the Offered Securities pursuant to the provisions hereof, then in either such event the Selling Stockholder shall have the right, subject to compliance by the Selling Stockholder (if such Selling Shareholder is ING) with the provisions of Section 4.3(b) hereof, for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from the other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to enter into an agreement to sell, or to sell, sell to any third party which is not an Affiliate of, or related by consanguinity or marriage to, the Selling Stockholder the Offered Securities remaining unsold at a price of not less than 9095% of the First Offer Price and TermsPrice, and on the other terms no less favorable (taken as a whole) to the purchaser than those specified in the Sale Proposal.