Common use of Sale to Third Party Clause in Contracts

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and date of completion of the Transfer and of the material terms thereof as may reasonably be requested by 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 Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following in compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and date time of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interestthereof. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter have entered into a Joinder Agreement in substantially the form of Exhibit AAgreement, whereupon and such Buyer shall have all the rights and obligations of hereunder as if such Buyer were a Management Stockholder hereunderor X.X. Xxxxx, as applicable. 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 Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Transferor that are the subject of a the Transaction Offer and that the Transferring Stockholder Transferor desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder Transferor than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Transferor shall notify the Company and Company, which in turn shall promptly notify all the Investors Stockholders, of the consummation thereof and shall furnish such evidence of the completion and date time of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter have entered into a Joinder Agreement in substantially the form of attached hereto as Exhibit A, whereupon and such Buyer shall have all the rights and obligations of hereunder as if such Buyer were a Stockholder hereunderManagement 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 Investor Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Transferor sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section Sections 3.3 and Section 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares Units held by a Transferring Stockholder Member that are the subject sub- ject of a the Proposed Transaction Offer and that the Transferring Stockholder Member desires to Transfer to a Buyer following compliance with this Section 3.49.06, may be sold to such the Buyer only during the period specified in Section 3.4(d9.06(d) and only on terms no more favorable to the Transferring Stockholder Member than those contained con- tained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Member shall notify the Company and LLC, which in turn shall promptly notify all the Investors Members, of the consummation thereof and shall furnish such evidence of the completion and date time of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interestthe Board. 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 Ahave joined this Agreement, whereupon and such Buyer shall have all the rights and obligations of hereunder as if such Buyer were a Stockholder hereunderMember. 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 Investor Member its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder Units pursuant to such Proposed Transaction shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Trans- ferring Member sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 Sec- tions 9.05 and Section 3.4 9.06 with respect to such Transaction OfferProposed Transaction.

Sale to Third Party. Any Shares held by a Transferring Management Stockholder that are the subject of a Transaction Offer and that the Transferring Management Stockholder desires to Transfer to a Buyer following compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Management Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Management Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and date of completion of the Transfer and of the material terms thereof as may reasonably be requested by 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 Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Management Stockholder shall be in violation of the provisions of this Agreement unless the Transferring Management Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Principal Shareholder that are the subject of a the Transaction Offer and that the Transferring Stockholder Principal Shareholder desires to Transfer to a Buyer following compliance with this Section 3.45.4, may be sold to such the Buyer only during the period specified in Section 3.4(d5.4(d) and only on terms no more favorable to the Transferring Stockholder Principal Shareholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Principal Shareholder shall notify the Company and Company, which in turn shall promptly notify all the Investors Investors, of the consummation thereof and shall furnish such evidence of the completion and date time of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter have entered into a Joinder Agreement in substantially the form of Exhibit Aattached hereto as Schedule C, whereupon and such Buyer shall have all the rights and obligations of hereunder as if such Buyer were a Stockholder hereunderPrincipal Shareholder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 5.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Principal Shareholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 Sections 5.3 and Section 3.4 5.4 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of a the Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer following compliance with this Section 3.43.04, may be sold to such the Buyer only during the period specified in Section 3.4(d3.04(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and Company, which in turn shall promptly notify all the Investors other Stockholders, of the consummation thereof and shall furnish such evidence of the completion and date time of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interestrequested. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter have entered into a Joinder Agreement in substantially the form of attached hereto as Exhibit A, whereupon and such Buyer shall have all the rights and obligations of hereunder as if such Buyer were a Stockholder hereunderStockholder. 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 Investor Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 Sections 3.03 and Section 3.4 3.04 with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Major Investor that are the subject of a Transaction Offer and that the Transferring Stockholder Major Investor desires to Transfer to a Buyer following in compliance with this Section 3.43.5, may be sold to such Buyer only during the period specified in Section 3.4(d3.5(d) and only on terms no more favorable to the Transferring Stockholder Major Investor than those contained set forth in the Offer Management Stockholder Co-Sale Notice. Promptly after such Transfer, the Transferring Stockholder Major Investor shall notify the Company and the Investors Management Stockholders of the consummation thereof and shall furnish such evidence of the completion and date of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interestthe Company. 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 Major Investor hereunder. 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 Investor Participating Management Stockholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Major Investor sends a new Offer Management Stockholder Co-Sale Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 3.5 with respect to such Transaction Offer.

Sale to Third Party. Any Shares Units held by a Transferring Stockholder Member that are the subject of a the Transaction Offer Offer, that have not been purchased by the participating investors and that the Transferring Stockholder Member desires to Transfer to a Buyer following compliance with this Section 3.47.4(d), may be sold to such Buyer only during the period specified in Section 3.4(d7.4(d)(iv) and only on terms no more favorable to the Transferring Stockholder Member than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Member shall notify the Company and Company, which in turn shall promptly notify the Investors Non-Purchasing Members, of the consummation thereof and shall furnish such evidence of the completion and date of completion of the Transfer and of the material terms thereof as may reasonably be requested by a Convertible Preferred Majority Interestthe Board of Managers. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter into a Joinder become bound by the terms of this Agreement in substantially the form of Exhibit Asame manner as the Transferring Member, whereupon such Buyer shall have all the rights and obligations of a Stockholder Member hereunder upon approval of the admission of such Transferee hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 7.4(d) or the Buyer fails timely to remit to each participating Investor Non-Purchasing Member its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares Units by the Transferring Stockholder Member shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Member sends a new Offer Notice with respect to such Offered Shares Units and once again complies with the provisions of Section 3.3 Sections 7.4(c) and Section 3.4 7.4(d) with respect to such Transaction Offer.

Sale to Third Party. Any Shares held by a Transferring Stockholder Shareholder that are the subject of a Transaction Offer and that the Transferring Stockholder Shareholder desires to Transfer to a Buyer following in compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder Shareholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder Shareholder shall notify the Company and the Investors Eligible Shareholders of the consummation thereof and shall furnish such evidence of the completion and date time of completion of the Transfer and of the material terms thereof as may be reasonably be requested by a Convertible Preferred Majority Interestthe Company. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall enter have entered into a Joinder Agreement in substantially the form of attached hereto as Exhibit A, whereupon A. and such Buyer shall have all the rights and obligations of hereunder as if such Buyer were a Stockholder hereunderShareholder. 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 Investor Eligible Shareholder its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares by the Transferring Stockholder pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder Shareholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer.

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