Common use of Sale to Third Party Clause in Contracts

Sale to Third Party. Any Shares held by a Transferor that are the subject of the Transaction Offer and that the Transferor desires to Transfer following compliance with this Section 3.4, may be sold to the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferor than those contained in the Offer Notice. Promptly after such Transfer, the Transferor shall notify the Company, which in turn shall promptly notify all the Stockholders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor Majority Interest. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor sends a new Offer Notice and once again complies with the provisions of Sections 3.3 and 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor Transferring Major Investor that are the subject of the a Transaction Offer and that the Transferor Transferring Major Investor desires to Transfer following to a Buyer in compliance with this Section 3.43.5, may be sold to the such Buyer only during the period specified in Section 3.4(d3.5(d) and only on terms no more favorable to the Transferor Transferring Major Investor than those contained set forth in the Offer Management Stockholder Co-Sale Notice. Promptly after such Transfer, the Transferor Transferring Major Investor shall notify the Company, which in turn shall promptly notify all Company and the Stockholders, Management Stockholders of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by an the Company. Prior to the effectiveness of any Transfer hereunder, such Buyer shall enter into a Joinder Agreement in substantially the form of Exhibit A, whereupon such Buyer shall have all the rights and obligations of a Major Investor Majority Interesthereunder. In the event that If the Transaction Offer is not consummated within the period required by this Section 3.4 3.5 or the Buyer fails timely to remit to each participating Participating Management Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor Transferring Major Investor sends a new Offer Management Stockholder Co-Sale Notice with respect to such Shares and once again complies with the provisions of Sections 3.3 and 3.4 Section 3.5 with respect to such Transaction Offer.

Sale to Third Party. Any Shares Units held by a Transferor Transferring Member that are the subject sub- ject of the Proposed Transaction Offer and that the Transferor Transferring Member desires to Transfer following compliance with this Section 3.49.06, may be sold to the Buyer only during the period specified in Section 3.4(d9.06(d) and only on terms no more favorable to the Transferor Transferring Member than those contained con- tained in the Offer Notice. Promptly after such Transfer, the Transferor Transferring Member shall notify the CompanyLLC, which in turn shall promptly notify all the StockholdersMembers, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor Majority Interestthe Board. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreement, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Member. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 3.4 9.06 or the Buyer Buy- er fails timely to remit to each participating Stockholder Member its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Shares Units pursuant to such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor Trans- ferring Member sends a new Offer Notice and once again complies with the provisions of Sections 3.3 Sec- tions 9.05 and 3.4 9.06 with respect to such Transaction OfferProposed Transaction.

Sale to Third Party. Any Shares held by a Transferor Transferring Management Stockholder that are the subject of the a Transaction Offer and that the Transferor Transferring Management Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to the such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferor Transferring Management Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferor Transferring Management Stockholder shall notify the Company, which in turn shall promptly notify all Company and the Stockholders, Investors of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by an Investor a Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter into a Joinder Agreement in substantially the form of Exhibit A, whereupon such Buyer shall have all the rights and obligations of a Management Stockholder hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Stockholder Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer by the Transferring Management Stockholder shall be in violation of the provisions of this Agreement unless the Transferor Transferring Management Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sections Section 3.3 and Section 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor Transferring Founder that are the subject of the Transaction Offer and that the Transferor Transferring Founder desires to Transfer following compliance with this Section 3.43.3, may be sold to the Buyer only during the period specified in Section 3.4(d3.3(d) and only on terms no more favorable to the Transferor Transferring Founder than those contained in the Offer Notice. Promptly after such Transfer, the Transferor Transferring Founder shall notify the Company, which in turn shall promptly notify all the StockholdersPurchasers, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor a Majority Interest. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 3.3 or the Buyer fails timely to remit to each participating Stockholder Purchaser its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor Transferring Founder sends a new Offer Notice and once again complies with the provisions of Sections Section 3.3 and 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor Transferring Stockholder that are the subject of the a Transaction Offer and that the Transferor Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to the such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferor Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferor Transferring Stockholder shall notify the Company, which in turn shall promptly notify all Company and the Stockholders, Investors of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by an Investor a Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter into a Joinder Agreement in substantially the form of Exhibit A, whereupon such Buyer shall have all the rights and obligations of a Stockholder hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Stockholder Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer by the Transferring Stockholder shall be in violation of the provisions of this Agreement unless the Transferor Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sections Section 3.3 and Section 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor that are the subject of the Transaction Offer and that the Transferor desires to Transfer following compliance with this Section 3.4, may be sold to the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferor than those contained in the Offer Notice. Promptly after such Transfer, the Transferor shall notify the Company, which in turn shall promptly notify all the Stockholders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor a Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Management Stockholder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor sends a new Offer Notice and once again complies with the provisions of Sections 3.3 and 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor Transferring Stockholder that are the subject of the Transaction Offer and that the Transferor Transferring Stockholder desires to Transfer following compliance with this Section 3.43.04, may be sold to the Buyer only during the period specified in Section 3.4(d3.04(d) and only on terms no more favorable to the Transferor Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferor Transferring Stockholder shall notify the Company, which in turn shall promptly notify all the other Stockholders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor Majority Interestrequested. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Stockholder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 3.04 or the Buyer fails timely to remit to each participating Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of Sections 3.3 3.03 and 3.4 3.04 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor Transferring Investor that are the subject of the a Transaction Offer and that the Transferor Transferring Investor desires to Transfer following to a Buyer in compliance with this Section 3.43.5, may be sold to the such Buyer only during the period specified in Section 3.4(d3.5(d) and only on terms no more favorable to the Transferor Transferring Investor than those contained set forth in the Offer Stockholder Co-Sale Notice. Promptly after such Transfer, the Transferor Transferring Investor shall notify the Company, which in turn shall promptly notify all Company and the Stockholders, Management Stockholders and other Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor Majority Interestrequested. In the event that If the Transaction Offer is not consummated within the period required by this Section 3.4 3.5 or the Buyer fails timely to remit to each participating Participating Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor Transferring Investor sends a new Offer Stockholder Co-Sale Notice with respect to such Shares and once again complies with the provisions of Sections 3.3 and 3.4 Section 3.5 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferor Transferring Founder that are the subject of the Transaction Offer Offer, and that the Transferor Transferring Founder desires to Transfer following compliance with this Section 3.43.3, may be sold to the Buyer only during the period specified in Section 3.4(d3.3(d) and only on terms no more favorable to the Transferor Transferring Founder than those contained in the Offer Notice. Promptly after such Transfer, the Transferor Transferring Founder shall notify the Company, which in turn shall promptly notify all the StockholdersPreferred Holders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by an Investor Majority Interestthereof. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 3.3 or the Buyer fails timely to remit to each participating Stockholder Preferred Holder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferor Transferring Founder sends a new Offer Notice and once again complies with the provisions of Sections Section 3.3 and 3.4 with respect to such Transaction Offer.