Common use of Third-Party Sale Clause in Contracts

Third-Party Sale. Notwithstanding the foregoing, if (i) the Company and the ROFR Holders shall not have elected to purchase all of the ROFR Offered Units on or prior to the ROFR Expiration Date, then the ROFR Offeror must comply with the terms of Section 6.5 prior to Transferring any of the ROFR Offered Units to any Person. After complying with this Section 6.3 (if the Company and ROFR Holders do not elect to purchase all of the ROFR Offered Units) and after complying with Section 6.5, the ROFR Offeror Holder may sell all, but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 6.5) within ninety (90) days after the ROFR Expiration Date; or (ii) if the Company and the ROFR Holders fail to consummate the closing of the purchase and sale of the ROFR Offered Units within the time period provided in the last sentence of Section 6.3(b) (such period, the “ROFR Closing Period”) and the ROFR Offeror Holder has fully complied with the provisions of this Section 6.3 and Section 6.5 then the Company and the ROFR Holders shall not have the right to purchase any of the ROFR Offered Units and the ROFR Offeror Holder may sell all, but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 6.3 and Section 6.5) to a Third Party within ninety (90) days after the expiration of the ROFR Closing Period, in each case subject to the provisions of Section 6.10. Any such sale shall not be at less than the price or upon terms and conditions more favorable, individually or in the aggregate, to the third party purchaser than those specified in the Third Party Offer. If the ROFR Offered Units are not so transferred within such ninety (90)-day period, the ROFR Offeror Holder may not sell any of the ROFR Offered Units without again complying in full with the provisions of this Section 6.3. Each ROFR Holder may assign its rights under this Section 6.3 to its Affiliates.

Third-Party Sale. Notwithstanding In the foregoing, if (i) event the Company and and/or the ROFR Holders shall Major Investors have not have elected to purchase acquired all of the ROFR Offered Units on or prior to the ROFR Expiration Date, then the ROFR Offeror must comply with the terms of Section 6.5 prior to Transferring any of the ROFR Offered Units to any Person. After complying with Shares under this Section 6.3 3.1 (if Right of First Offer), then, subject to Section 3.2 (Right of Co-Sale) in the Company and ROFR Holders do not elect to purchase all case of the ROFR Offered Units) and after complying with Section 6.5a Transfer by any Founders, the ROFR Offeror Holder may sell allSeller may, but not less than all, of the ROFR Offered Units within sixty (as adjusted to accommodate any Units to be sold pursuant to Section 6.5) within ninety (9060) days after the ROFR Expiration Date; or (ii) if the Company and the ROFR Holders fail to consummate the closing of the purchase and sale of the ROFR Offered Units within the time period provided in the last sentence of Section 6.3(b) (such period, the “ROFR Closing ROFO Unrestricted Period”) and following the ROFR Offeror Holder has fully complied with the provisions date of this Section 6.3 and Section 6.5 then the Company and the ROFR Holders shall not have the right to purchase any of the ROFR Offered Units and the ROFR Offeror Holder may sell all, but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 6.3 and Section 6.5) to a Third Party within ninety (90) days after the expiration of the ROFR Closing Period, in each case subject ROFO Deadline (the “Contract Date”) and without any further obligation to the provisions Company or the Major Investors, except as otherwise provided herein, sell the number of Section 6.10Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). Any In addition, such sale shall not be at less than consummated unless and until (x) such Third Party Purchaser shall represent in writing to the price or upon Company and each Major Investor that it is aware of the rights of the Company and the Investors contained in this Agreement, the Voting Agreement and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions more favorable, individually or hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” (as defined in the aggregateVoting Agreement) and shall agree to be bound by the terms and conditions thereof and (z) the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”). In the event the Seller does not consummate the sale of the Offered Shares during the ROFO Unrestricted Period, the Company’s right of first offer and the Major Investors’ rights of first offer and Co-Sale Rights shall again become effective, and no transfer of such Offered Shares may be made thereafter by such Seller without again offering the same to the third party purchaser than those specified Company and the Major Investors in the Third Party Offer. If the ROFR Offered Units are not so transferred within such ninety (90)-day period, the ROFR Offeror Holder may not sell any of the ROFR Offered Units without again complying in full accordance with the provisions of this Section 6.3. Each ROFR Holder may assign its rights under this Section 6.3 to its Affiliates3.1.