Failure to Exercise Right. In the event the Purchasers fail to fully exercise the foregoing participation right with respect to any New Securities within the periods specified by Sections 2.3 and 2.4 above, the Company may within one hundred twenty (120) days after the delivery of the Sale Notice sell any or all of such New Securities not agreed to be purchased by the Purchasers, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Sale Notice. In the event the Company has not closed the sale of such New Securities within such 120-day period, the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Purchasers in the manner provided in Section 2.3.
Failure to Exercise Right. In the event an Investor does not elect to purchase all of such Investor’s Pro Rata Share of the New Securities pursuant to Section 4.1 and such New Securities are not purchased by other Investors, the Company shall have ninety (90) days after the last date on which any Investor’s right to purchase lapsed to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days from the date of said agreement) to sell the New Securities respecting which such Investor’s option was not exercised, at or above the price and upon terms not materially more favorable to the purchasers of such securities than the terms specified in the initial Notice given in connection with such sale. In the event the Company has not sold the New Securities within said 90-day period (or sold and issued New Securities in accordance with the foregoing within ninety (90) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Investors in the manner provided in this Section 4.
Failure to Exercise Right. In the event a Stockholder fails to agree ------------------------- to purchase all of such Stockholder's Section 6 Pro Rata Share pursuant to Section 6.2, the Company shall give a Section 6 Notice to the other Stockholders of such failure pursuant to Section 6.2, and the other Stockholders shall have the right to purchase all such shares in the manner set forth in Section 6.2. In the event any shares of New Securities are still not purchased after the foregoing procedures have been effected, the Company shall have ninety (90) days after the last date on which any Stockholder's right to purchase lapsed to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days from the date of said agreement) to sell the New Securities in respect of which such Stockholder's option was not exercised, at or above the price and upon terms not more favorable to the purchasers of such securities than the terms specified in the initial Section 6 Notice given in connection with such sale. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said ninety-day period (or sold and issued New Securities in accordance with the foregoing within ninety (90) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Stockholders in the manner provided in this Section 6.
Failure to Exercise Right. In the event that some or all of the Founder's Shares proposed to be transferred are not purchased by the Company or the Rightholders as allowed by Section 7.1, and to the extent the Rightholders decline to exercise the co-sale right as allowed by Section 7.2, the Selling Founder may, within ninety (90) days after the date on which Rightholders' first refusal and co-sale rights lapsed, transfer some or all of the Founder's Shares which were the subject of the Transfer Notice at a price and on terms no more favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section 7 shall no longer be subject to the restrictions on Founder's Shares forth in this Section 7. After the expiration of said ninety (90) day period, the Selling Founder shall not transfer any of his Founder's Shares without first offering such securities to the Company and the Rightholders in the manner provided above in Sections 7.1 and 7.2.
Failure to Exercise Right. The Subscriber's option to purchase the Offered Shares will terminate upon Subscriber's failure to timely respond within such forty-five (45) day period set forth in Section 13(b) above. Any portion of Offered Shares which are not subscribed for by Subscriber may be sold pursuant to the Transfer Notice, and the Company will be free to sell the Offered Shares to the Purchasers. If the Company fails to close a sale to Purchasers within ninety (90) days from the date the Transfer Notice is delivered to Subscriber on the terms set forth in the Transfer Notice, the Subscriber's option to purchase such Offered Shares shall be reinstated.
Failure to Exercise Right. In the event neither the Corporation nor the other Shareholder shall elect to purchase all of the Shares so offered within the proper period, or shall waive such rights, then the offering Shareholder shall be free to sell such Shares so offered to any person or entity provided that such person or entity shall, upon the purchase of such Shares, agree to be bound by the terms and conditions of this agreement. Any of the offered Shares not so sold within a period of ninety (90) days after any offer under subparagraphs 1(a) and 1(b) hereof to the Corporation and the Shareholder has expired, shall again become subject to the terms of this agreement and may not thereafter be sold to any other party without first offering them to the Corporation and the other Shareholders in accordance with the terms and conditions of this agreement.
Failure to Exercise Right. The failure of either party to act of exercise any right under this Agreement upon the breach of any of the terms hereof by the other party shall not be construed as a waiver of such breach, or prevent the party from thereafter enforcing strict compliance with any and all of the terms of this Agreement.
Failure to Exercise Right. In the event the Large Holders do not exercise the right of first offer as to all of the New Securities that the Large Holders are eligible to purchase pursuant to this Section 7 within the later of fifteen (15) days from the delivery date of the Notice or three (3) days from the delivery date of the Over-Allotment Notice, the Company shall have 90 days thereafter to enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 60 days from the date of said agreement) to sell that number of New Securities respecting which the Large Holder's right of first offer was not exercised, (i) at or above the price and (ii) upon terms no more favorable taken as a whole to the terms specified in the Notice given to the Large Holders. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within such 90-day period (or sold and issued such New Securities in accordance with the foregoing within 60 days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Large Holders in the manner provided above.
Failure to Exercise Right. If the Company and the Genstar Parties collectively fail to purchase all of the Offer Shares pursuant to Section 6(b), the Participant shall have sixty (60) days after the last date on which the Genstar Parties’ right to purchase the Offer Shares lapsed to Transfer the Offer Shares to the Offeror identified in the initial Offer Notice at a price equal to or above, and upon terms not more favorable to such Offeror than, the price and terms specified in the Offer given in connection with such Transfer; provided, however, that the Participant shall not be entitled to Transfer such Offer Shares (i) if the Offeror is a competitor, supplier or customer of the Company or any Subsidiary or if the Offeror is not reasonably acceptable to the Board, such determination to be made in good faith by the Board or (ii) if the Transfer occurs prior to the Qualified Public Offering, unless the Offeror agrees in writing to be bound by the provisions of this Agreement as if such Offeror were the Participant. In the event that the Participant has not Transferred the Offer Shares within such sixty (60) day period, the Participant shall not thereafter Transfer (except in a manner otherwise permitted under this Agreement) any of such Offer Shares without again complying with the provisions of this Agreement, including, if applicable, this Section 6.
Failure to Exercise Right. If the Bona Fide Offer Notice shall ------------------------- not be timely accepted as provided in Section 4.3.1 and therefore expires, then the Offeror may sell his or its Shares to the Bona Fide Offeror within 60 days from the date of the date set forth in Section 4.3.1 hereof upon the terms and conditions set forth in the Bona Fide Offer. If the Offeror does not consummate the sale of his or its Shares to the Bona Fide Offeror on such terms and conditions within such 60-day period, the Offeror shall again be required to comply with all of the provisions of this Section 4.
