Xxxxxxx Offer. (a) In the event CCMP initiates a Company Sale, CCMP shall send a copy of the Sale Notice to Xxxxxxx, upon receipt of which Xxxxxxx shall have thirty (30) days (the “Xxxxxxx Offer Deadline”) to negotiate with CCMP and deliver an unconditional, fully financed offer to purchase for cash all of the equity interests in or assets of the Company proposed to be sold in the Company Sale (the “Xxxxxxx Offer”), which Xxxxxxx Offer shall include terms and conditions customary for such a transaction. If CCMP, in its sole discretion, deems the Xxxxxxx Offer acceptable, the closing for the Company Sale shall be consummated at 9:00 a.m. Oklahoma City time on the date 30 days following the Xxxxxxx Offer Deadline, at the Company’s principal executive offices, or at such other time, date and place as mutually agreed by Xxxxxxx, the Company and CCMP. At the closing, the purchase price set forth in the Xxxxxxx Offer and accepted by CCMP shall be paid in the form of a cashier’s check or by wire transfer in same day funds, and the Company shall deliver stock certificates representing all Common Stock so purchased, accompanied by duly executed stock powers, free and clear of all liens, encumbrances and adverse claims (other than encumbrances as set forth in this Agreement), and such other instruments or documents as are deemed necessary by Xxxxxxx for the proper Transfer of such Common Stock so transferred. In the event that the Xxxxxxx Offer is accepted by CCMP, each of Altoma and Chesapeake may, in its sole discretion, elect to (i) sell the Common Stock beneficially owned by it to Xxxxxxx in accordance with the Xxxxxxx Offer, or (ii) retain its Common Stock, with such Principal Investor being deemed excluded from and not a party to the Xxxxxxx Offer. The Company, Xxxxxxx and CCMP shall cooperate in good faith in obtaining all necessary governmental and third-party consents, approvals or waivers required for the closing. The closing may be delayed, to the extent required, until the next succeeding day following the expiration of any required waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the obtaining of any necessary government approvals.
