Common use of Sale to a Third Party Purchaser Clause in Contracts

Sale to a Third Party Purchaser. Unless Xxxxxx ------------------------------- elects to purchase all, but not less than all, of the Offered Securities under Section 3.2.2, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made pursuant to a contract -------- ------- entered into within ninety (90) days of the earlier to occur of (a) the waiver by Xxxxxx of his option to purchase the Offered Securities and (b) the expiration of the Xxxxxx Option Period (for purposes of this Section 3.2.4, the earlier of such dates being referred to herein as the "Contract Date"). If such ------------- sale is not consummated within ninety (90) days of the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Transferring Stockholder without again offering the same to Xxxxxx in accordance with this Section 3.2.

Appears in 1 contract

Samples: Stockholders Agreement (Synapse Group Inc)

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Sale to a Third Party Purchaser. Unless Xxxxxx Loeb, the Company ------------------------------- elects and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under this Section 3.2.23.1, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made -------- ------- pursuant to a contract -------- ------- entered into within ninety (90) days of the earlier to occur of (a) the waiver by Xxxxxx Loeb, the Company and/or the Rightholders of his option their options to purchase the Offered Securities and (b) the expiration of the Xxxxxx Option Period (for purposes of this Section 3.2.43.1.5, the earlier of such dates being referred to herein as the "Contract Date"). If such ------------- sale is not consummated ------------- within ninety (90) days of the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders, Xxxxxx and Xxxx in accordance with this Section 3.23.1.

Appears in 1 contract

Samples: Stockholders Agreement (Synapse Group Inc)

Sale to a Third Party Purchaser. Unless Xxxxxx Xxxxxx, the ------------------------------- elects Company and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under this Section 3.2.23.2, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, that such sale is bona fide and made -------- ------- pursuant to a contract -------- ------- entered into within ninety (90) days of the earlier to occur of occur of (a) the waiver by Xxxxxx Xxxxxx, the Company and/or the Rightholders of his option their options to purchase the Offered Securities and (b) the expiration of the Xxxxxx Option Period (for purposes of this Section 3.2.43.2.6, the earlier of such dates being referred to herein as the "Contract Date"). If such ------------- sale is not ------------- consummated within ninety (90) days of the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders and Xxxxxx in accordance with this Section 3.2.. -18-

Appears in 1 contract

Samples: Stockholders Agreement (Synapse Group Inc)

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Sale to a Third Party Purchaser. Unless Xxxxxx Loeb, the ------------------------------- elects Company and/or the Rightholders elect to purchase all, but not less than all, of the Offered Securities under Section 3.2.2Sections 3.1.1.A, 3.1.2 and 3.1.3, respectively, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser on terms and conditions no less favorable to the Transferring Stockholder than those set forth in the Offering Notice and at a purchase price per share no less than the Offer Price; provided, however, -------- ------- that such sale is bona fide and made pursuant to a contract -------- ------- entered into within ninety (90) days of the earlier to occur of (a) the waiver by Xxxxxx Loeb, the Company and/or the Rightholders of his option their options to purchase the Offered Securities and (b) the expiration of the Xxxxxx Option Period (for purposes of this Section 3.2.43.1.5, the earlier of such dates being referred to herein as the "Contract Date"). If such ------------- sale is not consummated within ninety (90) days of the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Transferring Stockholder without again offering the same to the Company, the General Atlantic Stockholders, the Additional Stockholders, Xxxxxx and Xxxx in accordance with this Section 3.23.1.

Appears in 1 contract

Samples: Stockholders Agreement (Synapse Group Inc)

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