The Parties' Obligation to Effect. Each of the Company and the Sellers holding Registrable Shares shall use all reasonable efforts to assist the Secondary Lead Underwrit- ers in the coordination and execution of the Secondary Offering to enable its successful completion as promptly as reasonably practicable but in any event not later than the 60th day after the filing of the Secondary Registration, and such Sellers agree that they shall consummate the sale of all of the Regis- trable Shares in the Secondary Offering promptly upon the Reg- istration Statement in respect thereof being declared effective by the SEC; provided, however, that such Sellers shall not be obligated to sell any Registrable Shares in the Secondary Of- fering if (i) the price at which the Registrable Shares would be sold to the public in such offering (as determined at the time of pricing (the "Pricing Date") of such Registrable Shares by the Secondary Lead Underwriters) (the "Offer Price") would be less than the Repurchase Price and (ii) the Sellers holding a majority of the Retained Shares give written notice to the Company and the Secondary Lead Underwriters on the Pricing Date of their termination of the Secondary Offering (the "Secondary Election").
