Common use of Consideration; Closing Clause in Contracts

Consideration; Closing. Notwithstanding anything herein to the contrary, in connection with any exercise by the ROFR Purchaser of the right to purchase any Subject Securities with respect to a Registered Transfer under this Section 2.2, (x) such ROFR Purchaser shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars as specified in the Transfer Notice, (y) such ROFR Purchaser and the applicable Specified Holder shall negotiate in good faith and promptly enter into a stock purchase agreement on customary terms and conditions (provided, that such Specified Holder shall make the representations and warranties set forth on Exhibit A hereto to such ROFR Purchaser in such purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto), and (z) in no event shall any ROFR Purchaser Related Person be required to agree to, or be subject to, any non-competition, non-solicitation, lock-up or other restrictive covenants of any kind with respect to such ROFR Purchaser Related Person. The closing of the purchase of Subject Securities by the ROFR Purchaser shall take place, and all payments to the selling Specified Holder from such ROFR Purchaser shall have been initiated, by the fifteenth (15th) day after the date that such ROFR Purchaser has delivered an Election Notice in respect of the applicable Registered Transfer in accordance with the terms hereof (in each case, which period shall be extended to the extent necessary to obtain any required governmental approval or clearance plus an additional five (5) Business Days thereafter).

Consideration; Closing. Notwithstanding anything herein If the consideration proposed to be paid for the contraryShares is in property, in connection with any exercise by services or other non-cash consideration, the ROFR Purchaser fair market value of the right to purchase any Subject Securities with respect to a Registered Transfer under this Section 2.2, (x) such ROFR Purchaser consideration shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars be as specified in the Transfer Notice, (y) such ROFR Purchaser and the applicable Specified Holder shall negotiate determined in good faith by the Board and promptly enter into a stock purchase agreement on customary terms and conditions (provided, that such Specified Holder shall make the representations and warranties as set forth on Exhibit A hereto and reasonably substantiated in the Corporation Notice. If the Corporation or any Major Stockholder for any reason cannot or does not wish to such ROFR Purchaser pay for the Shares in such purchase agreement or other applicable agreement with respect to the purchase same form of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto), and (z) in no event shall any ROFR Purchaser Related Person be required to agree to, or be subject to, any non-competitioncash consideration, non-solicitationthe Corporation or such Major Stockholder may pay the cash value equivalent thereof, lock-up or other restrictive covenants of any kind with respect to such ROFR Purchaser Related Personas determined in good faith by the Board and as set forth and reasonably substantiated in the Corporation Notice. The closing of the purchase of Subject Securities Shares by the ROFR Purchaser Corporation and the Major Stockholders shall take place, and all payments to from the selling Specified Holder from such ROFR Purchaser Corporation and the Major Stockholders shall have been initiateddelivered to the Selling Stockholder, by the fifteenth later of (15thi) day after the date that specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Transfer and (ii) (x) in the case of a Proposed Transfer Notice delivered by a Selling AHG Stockholder, forty five (45) days after delivery of the Proposed Transfer Notice and (y) in the case of a Proposed Transfer Notice delivered by a Selling Non-AHG Stockholder, thirty (30) days after delivery of the Proposed Transfer Notice. In connection with the purchase and sale of such ROFR Purchaser has delivered an Election Notice in respect Shares pursuant to this Section 6.1, (A) each Stockholder shall only be required to make customary fundamental representations and warranties solely related to such Stockholder’s (1) corporate (or similar other organizational) power, if applicable, to sell its Shares, (2) due execution of the applicable Registered Transfer in accordance with purchase agreement, (3) organization and good standing (if applicable), (4) good and valid title and ownership of the terms hereof applicable Shares held by such Stockholder, free and clear of liens, security interests and other encumbrances (in each caseother than those imposed by securities laws generally or this Agreement), which period shall be extended to the extent necessary to obtain any required governmental approval or clearance plus an additional five (5) Business Days thereafter)corporate (or similar other organizational) power and authority, if applicable, to enter into the applicable purchase agreement and to consummate the closing of the sale of the Shares, and (6) non-contravention by such Stockholder of its organizational documents (if applicable) and applicable law; (B) the closing shall not be subject to any conditions, except for (1) customary closing conditions with respect to the (x) accuracy of the other party’s representations and warranties in all material respects and (y) performance of the other party’s pre-closing covenants in all material respects and (2) the receipt of any regulatory approvals required by applicable law as a condition to such closing; and (C) the foregoing fundamental representations and warranties shall survive such closing until the applicable statute of limitations has run and none of the pre-closing covenants shall survive such closing, no party shall be required to provide any indemnification or agree to any restrictive covenants and there shall be no limitation on any party’s right to specific performance in the event of any other party’s breach.

Consideration; Closing. Notwithstanding anything herein to the contrary, in connection with any exercise by the applicable ROFR Purchaser of the right to purchase any Subject Securities with respect to a Registered an Unregistered Transfer under this Section 2.22.1, (x) irrespective of whether the consideration proposed to be paid for the Subject Securities in such Unregistered Transfer is in the form of cash, securities, property or other assets or any combination thereof, such ROFR Purchaser shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars equal to the Fair Market Value of such consideration determined as specified in of the date of the Transfer Notice, (y) such the ROFR Purchaser shall be entitled to the same terms and conditions as those offered to the Prospective Transferee and set forth in the Transfer Notice, except that in addition to any representations of warranties made by the applicable Specified Holder shall negotiate in good faith and promptly enter into a stock purchase agreement on customary terms and conditions (providedto the Prospective Transferee, that such Specified Holder shall make the representations and warranties set forth on Exhibit A hereto to such the ROFR Purchaser in such the purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto), and (z) notwithstanding the terms and conditions set forth in no event shall the Transfer Notice in respect of such Unregistered Transfer, none of the Investor, its designees and permitted transferees and assigns, the Company and/or any of their respective Affiliates and/or representatives (each, a “ROFR Purchaser Related Person Person”) shall be required to agree to, or be subject to, any non-competition, non-solicitation, lock-up or other restrictive covenants of any kind with respect to such ROFR Purchaser Related Person. The closing of the purchase of Subject Securities by the ROFR Purchaser shall take place, and all payments to the selling Specified Holder from such ROFR Purchaser shall have been initiated, by the fifteenth later of (15thi) day the date specified in the Transfer Notice as the intended date of consummation of the Unregistered Transfer and (ii) fifteen (15) days after the date that such ROFR Purchaser has delivered an Election Notice in respect final determination of the Fair Market Value of the consideration proposed to be paid for the Subject Securities in the applicable Registered Unregistered Transfer in accordance with the terms hereof (in each case, which period shall be extended to the extent necessary to obtain any required governmental approval or clearance plus an additional five (5) Business Days thereafter).

Consideration; Closing. Notwithstanding anything herein (a) If Mercer timely delivers an Exercise Notice, it shall be irrevocably bound to purchase the shares set forth in the Proposed Transfer Notice on the terms and subject to the contrary, in connection with any exercise by the ROFR Purchaser of the right to purchase any Subject Securities with respect to a Registered Transfer under this Section 2.2, (x) such ROFR Purchaser shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars as specified in the Transfer Notice, (y) such ROFR Purchaser and the applicable Specified Holder shall negotiate in good faith and promptly enter into a stock purchase agreement on customary terms and conditions (provided, that such Specified Holder shall make the representations and warranties set forth on Exhibit A hereto to such ROFR Purchaser in such purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations herein and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto), and (z) in no event shall any ROFR Purchaser Related Person be required to agree to, or be subject to, any non-competition, non-solicitation, lock-up or other restrictive covenants of any kind with respect to such ROFR Purchaser Related Persontherein. The closing of the purchase of Subject Securities Transfer Stock by the ROFR Purchaser Mercer shall take place, and all payments to the selling Specified Holder from such ROFR Purchaser Mercer shall have been initiateddelivered to the applicable Key Holder or Investor, by as the fifteenth case may be, (15thi) day no later than thirty (30) calendar days after the date delivery of the Exercise Notice with respect to the Proposed Transfer that is a Proposed Registered Transfer or (ii) no later than sixty (60) calendar days after delivery of the Exercise Notice with respect to the Proposed Transfer that is a Proposed Unregistered Transfer (provided that such ROFR Purchaser has delivered an Election Notice in respect of the applicable Registered Transfer in accordance with the terms hereof sixty (in each case, which 60) calendar day period shall be automatically extended in the event that the proposed purchase is delayed due to the extent necessary to obtain any required governmental approval or clearance plus an additional regulatory review, until five (5) Business Days thereaftercalendar days after the completion of such review, but in no event later than one hundred twenty (120) calendar days after delivery of the Exercise Notice with respect to the Proposed Transfer). (b) Notwithstanding anything to the contrary herein, in connection with any sale by any Investor or Key Holder to Mercer pursuant to this Agreement, such Investor or Key Holder shall be required to provide customary representations, warranties and indemnities to Mercer only concerning such Investor’s or Key Holder’s power and authority to enter into the sale agreement, its title to the shares of Common Stock sold in such sale, the absence of any material consents required in connection with such sale, the absence of any contravention of law in connection with such sale, and that its holding of the Transfer Stock and that its receipt of the purchase price does not violate anti-money laundering, sanctions or similar laws (and shall not include representations, warranties and indemnities relating to the business of the Company) even if such Investor or Key Holder proposes to make additional or different representations, warranties and indemnities to a third party purchaser. In addition, in connection with any sale by the Investors or Key Holders to Mercer pursuant to this Agreement, the Company shall be required to use commercially reasonable efforts to assist Mercer and the applicable Investor or Key Holder to consummate such sale.

Consideration; Closing. Notwithstanding anything herein If the consideration proposed to be paid for the contraryTransfer Stock is in property, in connection with any exercise by services or other non-cash consideration, the ROFR Purchaser fair market value of the right to purchase any Subject Securities with respect to a Registered Transfer under this Section 2.2, (x) such ROFR Purchaser consideration shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars be as specified in the Transfer Notice, (y) such ROFR Purchaser and the applicable Specified Holder shall negotiate determined in good faith and promptly enter into by a stock purchase agreement on customary terms and conditions (provided, that such Specified Holder shall make the representations and warranties set forth on Exhibit A hereto to such ROFR Purchaser in such purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration majority of the applicable statute Board, including a majority of limitations with respect thereto), and (z) the Preferred Stock Directors. If the Company or any Investor cannot for any reason pay for the Transfer Stock in no event shall any ROFR Purchaser Related Person be required to agree to, or be subject to, any the same form of non-competitioncash consideration, non-solicitationthe Company or such Investor may pay the cash value equivalent thereof in U.S. Dollars, lock-up or other restrictive covenants as determined in good faith by a majority of any kind with respect to such ROFR Purchaser Related Personthe Board, including a majority of the Preferred Stock Directors. The closing of the purchase of Subject Securities Transfer Stock by the ROFR Purchaser Company or any Investor shall take place, and all payments from the Company or any Investor shall be delivered to the selling Specified Holder from such ROFR Purchaser shall have been initiatedtransferring Non-Investor Holder, by the fifteenth later of (15thi) day after the date that such ROFR Purchaser has delivered an Election specified in the Proposed Transfer Notice in respect as the intended date of the applicable Registered Proposed Holder Transfer in accordance with and (ii) forty-five (45) days after giving of the terms hereof (in Proposed Transfer Notice. At any such closing, the transferring Non-Investor Holder shall take all steps necessary or appropriate to transfer possession of the certificate(s) representing all of the shares of Transfer Stock to the Company or the Investors, as appropriate. Such delivery of stock certificate(s) by each casetransferring Non-Investor Holder shall constitute the representation and warranty by the transferring Non-Investor Holder that good and valid title to the shares represented thereby are being delivered, which period free and clear of all encumbrances, and the certificate(s) shall be extended duly endorsed or accompanied by duly executed stock powers or other instruments of conveyance. The Company shall ensure that the stock transfer records of the Company or its transfer agent reflect the purchase of the Transfer Stock, and (except with respect to any shares of Transfer Stock purchased by the extent necessary Company) shall cause a new stock certificate or certificates to obtain any required governmental approval or clearance plus an additional five (5be issued reflecting the same, such certificate(s) Business Days thereafter)to contain the legend referred to in Section 4.