Non-Exercise. If the Company and/or its assigns do not collectively elect to exercise the Right of First Refusal within the Option Period or such earlier time if the Company and/or its assigns notifies the Holder that it will not exercise the Right of First Refusal, then the Holder may transfer the Shares upon the terms and conditions stated in the Transfer Notice, provided that:
Non-Exercise. Subject to the provisions of Section 5, in the event the Investors fail to purchase all of the Transfer Shares within the above-prescribed period, the Selling Shareholder shall have ninety (90) Business Days after delivery of the Transfer Notice to each Investor to sell such Transfer Shares at a price upon terms and conditions no more favorable to the transferee than specified in the original Transfer Notice. In the event that the Selling Shareholder has not sold the Transfer Shares within such prescribed period, the Selling Shareholder shall not thereafter sell any Shares without first offering such Shares to the Investors in the manner provided in this Section 4 and in Section 5.
Non-Exercise. Subject to Section 4.2, to the extent the Investors do not elect to participate in the sale of Transfer Shares pursuant to the Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery of the Transfer Notice to each Investor, effect a transfer of the Transfer Shares covered by the Transfer Notice and not elected to be sold by the Investors. Any proposed transfer with any terms and conditions more favorable to the purchasers than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Selling Shareholder, shall be subject to the procedures described in Section 4 and this Section 5.
Non-Exercise. The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more sales of Stock made by the Shareholders shall not adversely affect their rights to participate in subsequent Stock sales by the Shareholders.
Non-Exercise. If Last Chance elects or is deemed to have elected not to exercise its right of first refusal or, having exercised that right, a purchase of the Option Assets is not consummated due to the fault of Last Chance, PGE and Target may (A) seek specific performance of the election by Last Chance to exercise its right of first refusal, or (B) sell the Option Assets to the proposed purchaser, provided that such sale is: (i) completed within the time specified in the Notice and if none is specified, within one (1) year after the expiration of Last Chance’s right of first refusal, (ii) made on terms identical to those specified in the Notice, (iii) the transferee takes, and acknowledges in writing that it takes title to the Option Assets subject to Last Chance’s rights under this Agreement, specifically including, without limitation, the rights of Last Chance under Sections 2 and 3 of this Agreement, and the Integrated Agreements, and (iv) all deeds and other documents by which the Option Assets are conveyed or transferred recite that title thereto is taken subject to the rights of Last Chance under Sections 2 and 3 of this Agreement, and the other Integrated Agreements (with specific reference to all pertinent recording information) and that the grantee, transferee or assignee of the Option Assets, as the case may be, is bound thereby. If a sale of the Option Assets as herein provided is not consummated, PGE and Target must give notice anew in accordance with Section 3.1 prior to any other sale of the Option Assets. Any sale or transfer in violation of Section 3 shall be voidable by Last Chance, in its absolute discretion. In the event that Last Chance elects to void a sale or transfer under this Section 3.4, PGE and Target shall, jointly and severally and at their sole cost and expense, indemnify, protect and defend Last Chance (including costs and attorneys’ fees incurred by Last Chance) from and against the claims of any such transferee and shall, upon demand by Last Chance, take such actions as may be necessary, including the commencement of an action to quiet title to the Option Assets, or any portion thereof as may have been transferred in violation of Section 3, to free the Option Assets of any claim or encumbrance other than the rights of Last Chance under this Agreement.
Non-Exercise. The exercise or non-exercise of the rights of the Participating Stockholders hereunder to participate in one or more sales of Sale Shares made by the Selling Stockholder shall not adversely affect its right to participate in subsequent sales by the Selling Stockholder. In the event none of the Stockholders elect to exercise their co-sale rights hereunder with respect to a disposition, the Selling Stockholder may consummate such disposition in accordance with the terms specified in the Sale Notice but only within 120 days after the expiration of the other Stockholders' co-sale rights.
Non-Exercise. If the Major Investors do not exercise their Co-Sale Rights with respect to all or a portion of the Residual Shares subject to the Transfer Notice, the Seller may, during a period of forty-five (45) calendar days following the end of the fifteen (15) day period set forth in Section 4.2 above, sell such Residual Shares for a price and upon terms and conditions no more favorable to the purchasers thereof than those set forth in the Transfer Notice; provided, that failure by any Major Investor to exercise its Co-Sale Right under this SECTION 4 shall not constitute a waiver of such Major Investor’s co-sale rights in connection with any future sale by a Seller. In the event the Seller has not sold the Residual Shares within such forty-five (45) day period, the Seller shall not thereafter sell any Offered Stock without first offering such securities to the Company and the Major Investors in the manner provided in Section 3 and SECTION 4 hereof.
Non-Exercise. In the event that Contributor does not (a) timely exercise his Right of First Refusal with respect to any Notice of Offer or (b) the closing of the sale of the Offered Property does not occur by the First Refusal Closing Date, the Partnership may sell the Offered Property covered by the subject Offer to the subject Offeror in accordance with such Offer. Should the Partnership and such Offeror thereafter amend or modify in any material respect the economic or financial terms of the Offer presented to Contributor, or enter into a contract or contract amendment that materially changes the economic or financial terms of the Offer presented to Contributor, then such modified or amended Offer or contract, as the case may be, shall constitute a new Offer hereunder and Contributor's Right of First Refusal shall apply thereto, obligating the Partnership to present such new Offer to Contributor and entitling Contributor the right to exercise the Right of First Refusal as to such new Offer in the manner hereinbefore provided. Any contract as described in this Section 11 entered into by the Partnership and any Offeror shall be expressly subject to this right. In the event of any sale to an Offeror in accordance with the requirements of this clause (c), upon the closing of such purchase, this Right of First Refusal shall be deemed to automatically expire with respect to the Offered Property and Contributor shall execute and deliver to the Partnership an instrument releasing and quitclaiming any and all interest Contributor would otherwise have under this Section to the purchaser of the Offered Property.
Non-Exercise. The exercise or non-exercise of the rights of such Shareholder hereunder to participate in one or more sales of capital stock made by a Transferring Shareholder shall not adversely affect its rights to participate in subsequent sales by the Transferring Shareholder.
Non-Exercise. If TriZetto fails to elect to purchase all the First Refusal Shares within the 20-day time period specified in paragraph (b) of this Section, then IMS or such Affiliate (i) shall be under no obligation to sell any of the First Refusal Shares to TriZetto, unless IMS or such Affiliate so elects, and (ii) may, within a period of 120 days from and after the date of the Right of First Refusal Notice, Transfer all or less than all of the First Refusal Shares to a proposed transferee for a price and on terms and conditions not materially less favorable to IMS or such Affiliate than those set forth in the Offer Terms.
