Sale to Outside Purchaser. If the Employee does not give an Employee Notice within the time limited or if the Assets remain unsold after the Employee Closing Date, the Company will be entitled to complete the transaction contemplated by (i) the Outside Offer with the Outside Purchaser in accordance with the terms and conditions set out in the Outside Offer or (ii) on terms at least as favorable to Company as contained in the Offer Price. Notwithstanding the above Employee's rights in this Section 9 are subject to the rights of other members of Top Secret Productions LLC, including the rights of first refusal, all as described in the Operating Agreement of Top Secret Productions LLC dated May 2, 2000, as amended from time to time.
Sale to Outside Purchaser. If an effective acceptance shall not be received pursuant to paragraph (a) above, then the selling party may sell all (but not less than all) of its interest to any outside purchaser, at a price not less than and on terms not more favorable than the price and terms stated in the original Notice of Intention to sell, at any time during the period of sixty (60) days next following the expiration of the offers required by said paragraph (a); provided, that such transferee shall agree to be bound by the terms of this Article XI.
