Common use of Third Party Offer Clause in Contracts

Third Party Offer. In the event the Xxxxxxxxx Parties receive a bona fide written offer from a third party to purchase all but not less than all of the Right Securities for a price and/or terms that are inferior to the Initial Offer (a “Third-Party Offer”), the Xxxxxxxxx Parties shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC notice of such Third-Party Offer (including the identity of the Person making such Third-Party Offer), whereupon FMC shall be entitled, during the following 30 calendar days after its receipt of such Third-Party Offer to match the Third-Party Offer by offering to purchase the Right Securities from the Xxxxxxxxx Parties on terms that are substantially identical to those contained in the Third-Party Offer. If FMC timely matches the Third-Party Offer, the Xxxxxxxxx Parties shall have been deemed to have accepted such offer and, with FMC, shall establish a closing date (which shall be a Business Day) for the sale and purchase of the Right Securities (the “Third-Party Offer Closing Date”), which Third-Party Offer Closing Date shall be no later than 30 calendar days after the date of delivery of FMC’s acceptance of the Third-Party Offer, as such period may be extended to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Third-Party Offer and (ii) the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Xxxxxxxxx Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4.

Third Party Offer. In (a) Prior to the event consummation of any sale of all or any portion of the Xxxxxxxxx Parties receive shares of Common Stock or other Securities held by the Investor to a Third Party, the Investor shall cause each bona fide written offer from a third party such Third Party to purchase all but not less than all of such shares from the Right Securities for a price and/or terms that are inferior to the Initial Offer Investor (a “Third-Party Offer”), the Xxxxxxxxx Parties ) to be reduced to writing and shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC send written notice of such Third-Party Offer (including the identity “Initial Offer Notice”) to the Existing Stockholders and any other Persons who are parties to written agreements with the Investor entitling such stockholders to include shares of Common Stock or other Securities in such sale (the Person making Existing Stockholders and such other stockholders, collectively, the “Company Stockholders”). Each Third-Party Offer)Offer shall include an offer to purchase shares of Common Stock or other Securities from the Company Stockholders, whereupon FMC in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the Investor to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be entitledaccompanied by a true copy of the Third-Party Offer (including all material information available to the Investor relating thereto). If a Company Stockholder desires to accept the offer contained in the Initial Offer Notice, during such Company Stockholder shall furnish written notice to the following 30 calendar Investor, within 15 days after its receipt of the Initial Offer Notice, indicating such ThirdStockholder’s irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of Securities such Stockholder agrees to sell to the Third Party (the “Acceptance Notice”). If a Company Stockholder does not furnish an Acceptance Notice to the Investor in accordance with these provisions by the end of such 15-Party Offer day period, such Company Stockholder shall be deemed to match have irrevocably rejected the Third-Party Offer by offering to purchase the Right Securities from the Xxxxxxxxx Parties on terms that are substantially identical to those offer contained in the Third-Party Initial Offer. If FMC timely matches the Third-Party Offer, the Xxxxxxxxx Parties shall have been deemed to have accepted such offer and, with FMC, shall establish a closing date (which shall be a Business Day) for the sale and purchase of the Right Securities (the “Third-Party Offer Closing Date”), which Third-Party Offer Closing Date shall be no later than 30 calendar days after the date of delivery of FMC’s acceptance of the Third-Party Offer, as such period may be extended to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Third-Party Offer and (ii) the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Xxxxxxxxx Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4.

Third Party Offer. In Prior to the event consummation of any sale of all ----------------- or any portion of the Xxxxxxxxx Parties receive FS Shares to a Third Party pursuant to Section 5.4(a), FSEP IV and/or Xxxxxx Xxxxxxx shall cause each bona fide written offer from a third party such Third Party to purchase all but not less than all of the Right Securities for a price and/or terms that are inferior such FS Shares from FSEP IV (an "FS THIRD-PARTY OFFER") to the Initial Offer (a “Third-Party Offer”), the Xxxxxxxxx Parties be reduced to writing and shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC send written notice of such FS Third-Party Offer (including the identity of "FS INITIAL OFFER NOTICE") to the Person making such Third-Party Offer), whereupon FMC shall be entitled, during the following 30 calendar days after its receipt of such Stockholders. Each FS Third-Party Offer to match the Third-Party Offer by offering shall include an offer to purchase the Right Securities Shares from the Xxxxxxxxx Parties on terms that are substantially identical to those contained Stockholders in the amounts determined in accordance with Section 5.4(c), at the same time, at the same price and on the same terms as the sale by FSEP IV and, if applicable, Xxxxxx Xxxxxxx, to the Third Party, and according to the terms and conditions of this Agreement. The FS Initial Offer Notice shall be accompanied by a true copy of the FS Third-Party Offer. If FMC timely matches any Stockholder desires to accept the Thirdoffer contained in the FS Initial Offer Notice, such Stockholder shall furnish written notice to FSEP IV, within 20 days after its receipt of the FS Initial Offer Notice, indicating such Stockholder's irrevocable acceptance of the offer included in the FS Initial Offer Notice and setting forth the maximum number of Shares such Stockholder agrees to sell to the Third Party (the "FS ACCEPTANCE NOTICE"). If such Stockholder does not furnish an FS Acceptance Notice to FSEP IV in accordance with these provisions by the end of such 20-Party Offerday period, the Xxxxxxxxx Parties such Stockholder shall have been be deemed to have accepted irrevocably rejected the offer contained in the FS Initial Offer Notice. All Shares set forth in the FS Acceptance Notice of such offer Stockholder together with the Shares proposed to be sold by FSEP IV and, with FMCif applicable, shall establish a closing Xxxxxx Xxxxxxx to the Third Party are referred to collectively as "ALL OFFERED SHARES". Within three days after the date (on which shall be a Business Day) for the sale and purchase Third Party informs FSEP IV of the Right Securities total number of Shares which such Third Party has agreed to purchase in accordance with the terms specified in the FS Initial Offer Notice, FSEP IV shall send written notice (the “Third-"FS FINAL NOTICE") to such Stockholder setting forth the number of Shares such Stockholder shall sell to the Third Party Offer Closing Date”as determined in accordance with Section 5.4(c), which Third-Party Offer Closing Date number shall be no later than 30 calendar not exceed the maximum number specified by such Stockholder in its FS Acceptance Notice. Within five days after the date of delivery of FMC’s acceptance the FS Final Notice (or such shorter period as may reasonably be requested by FSEP IV to facilitate the sale), such Stockholder shall furnish to FSEP IV (i) a written undertaking to deliver, upon the consummation of the sale of Shares to the Third Party as indicated in the FS Final Notice, the certificates representing the Shares held by such Stockholder which will be transferred pursuant to such FS Third-Party Offer (such shares shall be referred to herein as the "STOCKHOLDER INCLUDED SHARES") and (ii) a limited power-of-attorney authorizing FSEP IV to transfer the Stockholder Included Shares pursuant to the terms of such FS Third-Party Offer. Each of FSEP IV, as Xxxxxx Xxxxxxx, if applicable, and such period may Stockholder shall be extended required to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver make representations and warranties in connection with such transfer with respect to FMC a certificate or certificates evidencing the Right Securities together with a stock its own authority to transfer power executed in blank against receipt of immediately available funds in an amount equal and its title to the purchase price set forth in the Third-Party Offer and (ii) the Xxxxxxxxx Parties and FMC shall enter into Shares transferred. In any such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All transaction, such agreements shall contain representationsStockholder will cooperate with FSEP IV, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles IIXxxxxx Xxxxxxx, VI and IX of the Purchase Agreementif applicable, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, Company to facilitate the Xxxxxxxxx Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4transaction.

Third Party Offer. In Prior to the event consummation of any sale of all ----------------- or any portion of the Xxxxxxxxx Parties receive shares of Common Stock held by the FS Stockholder to a Third Party, the FS Stockholder shall cause each bona fide written offer from a third party such Third Party to purchase all but not less than all of such shares from the Right Securities for a price and/or terms that are inferior to the Initial Offer FS Stockholder (a “"Third-Party Offer”), the Xxxxxxxxx Parties ") to be reduced to writing and shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC send written notice of such Third-Party Offer (including the identity of the Person making such Third-Party Offer), whereupon FMC shall be entitled, during the following 30 calendar days after its receipt of such "Initial Offer Notice") to each Existing Stockholder. Each Third-Party Offer to match the Third-Party Offer by offering shall include an offer to purchase the Right Securities shares of Common Stock from the Xxxxxxxxx Parties Existing Stockholders in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms that are substantially identical as the sale by the FS Stockholder to those contained in the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer. If FMC timely matches an Existing Stockholder desires to accept the Thirdoffer contained in the Initial Offer Notice, such Existing Stockholder shall furnish written notice to the FS Stockholder, within 20 days after its receipt of the Initial Offer Notice, indicating such Existing Stockholder's irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of shares of Common Stock such Existing Stockholder agrees to sell to the Third Party (the "Acceptance Notice"). If an Existing Stockholder does not furnish an Acceptance Notice to the FS Stockholder in accordance with these provisions by the end of such 20-Party Offerday period, the Xxxxxxxxx Parties such Existing Stockholder shall have been be deemed to have accepted such irrevocably rejected the offer and, with FMC, shall establish a closing date (which shall be a Business Day) for contained in the sale and purchase Initial Offer Notice. All shares of Common Stock set forth in the Acceptance Notices of the Right Securities Existing Stockholders together with the shares of Common Stock proposed to be sold by the FS Stockholder to the Third Party are referred to collectively as "All Offered Shares". Within three days after the date on which the Third Party informs the FS Stockholder of the total number of shares of Common Stock which such Third Party has agreed to purchase in accordance with the terms specified in the Initial Offer Notice, the FS Stockholder shall send written notice (the “Third-"Final Notice") to the participating Existing Stockholders setting forth the number of shares of Common Stock each Existing Stockholder shall sell to the Third Party Offer Closing Date”)as determined in accordance with Subsection 3.3 of this Section 3, which Third-Party Offer Closing Date number shall be no later than 30 calendar not exceed the maximum number specified by an Existing Stockholder in its Acceptance Notice. Within five days after the date of delivery of FMC’s acceptance the Final Notice (or such shorter period as may reasonably be requested by the FS Stockholder to facilitate the sale), each participating Existing Stockholder shall furnish to the FS Stockholder (i) a written undertaking to deliver, upon the consummation of the sale of Common Stock to the Third Party as indicated in the Final Notice, the certificates representing the shares of Common Stock held by the Existing Stockholder which will be transferred pursuant to such Third-Party Offer (such shares shall be referred to herein as the "Included Shares") and (ii) a limited power-of-attorney authorizing the FS Stockholder to transfer the Included Shares pursuant to the terms of such Third-Party Offer, as . Each Stockholder shall be required to make representations and warranties in connection with such period may be extended transfer only with respect to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver its own authority to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal and its title to the purchase price set forth in shares of Common Stock transferred. In any such transaction the Third-Party Offer and (ii) Company will cooperate with all Stockholders to facilitate the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Xxxxxxxxx Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4transaction.

Third Party Offer. If at any time when a Sale Notice has not been given, a Third Party or Third Parties make a bona fide, unsolicited, written offer (the "Third Party Offer") to purchase Securities (the "Offer Securities"), which offer RCI wishes to accept, RCI shall give written notice (the "Offer Notice") to JV Shareholder irrevocably offering the Offer Securities for sale to JV Shareholder, which notice shall include a copy of the Third Party Offer, and JV Shareholder shall have the right by written notice given to RCI (the "Acceptance Notice") within the period of 30 Business Days following receipt by JV Shareholder of the Offer Notice to purchase the Offer Securities from RCI at the price and on the terms and conditions set forth in the Third Party Offer. In the event that the Xxxxxxxxx Parties receive Third Party Offer offers consideration which is payable wholly or partly in securities, JV Shareholder may in the Acceptance Notice offer all cash or may offer securities of JV Shareholder and/or its Affiliates to the same extent as provided in the Third Party Offer, which cash and/or securities shall (1) have a bona fide written offer from a third party to purchase all but not Fair Market Value no less than all the Fair Market Value of the Right Securities for a price and/or terms that are inferior to securities offered under the Initial Offer (a “Third-Third Party Offer”), ; and (2) provide no less liquidity than the Xxxxxxxxx Parties securities offered under the Third Party Offer. The purchase by JV Shareholder under this clause (o) shall be prohibited from accepting such Third-Party Offer unless they completed on the date specified by JV Shareholder in the Acceptance Notice which date shall have first given FMC notice of such Third-Party Offer (including the identity be no more than 15 days following receipt by RCI of the Person making such Third-Party Offer)Acceptance Notice. In the event that JV Shareholder fails to deliver the Acceptance Notice as contemplated by this clause (o) within the 30 Business Day period, whereupon FMC RCI shall be entitled, during subject to clause (k) hereof, to Transfer the following 30 calendar days after its receipt of Offer Securities to such Third-Third Party Offer to match or Third Parties at no less than the Third-Party Offer by offering to purchase price, and substantially on the Right Securities from the Xxxxxxxxx Parties on other terms that are substantially identical to those contained and conditions, specified in the Third-Party Offer. If FMC timely matches the Third-Third Party Offer, such Transfer to be completed on the Xxxxxxxxx Parties shall have been deemed date no more than 15 days following the expiry of the 30 Business Day Period or the date that JV Shareholder fails to have accepted such offer and, with FMC, shall establish a closing date (which shall be a Business Day) for complete the sale and purchase of the Right Securities (the “Third-Party Offer Closing Date”), which Third-Party Offer Closing Date shall be no later than 30 calendar days after the date of delivery of FMC’s acceptance of the Third-Party OfferSecurities, as such period the case may be extended to obtain any required regulatory approvalsbe. On In the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Third-Party Offer and (ii) the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Xxxxxxxxx Parties shall be entitled event that JV Shareholder fails to complete the purchase of the Offer Securities by reason of a default of JV Shareholder, RCI shall be entitled, subject to clause (k) hereof, to Transfer the Offer Securities to any bona fide Third Party or Third Parties upon such terms and conditions as RCI shall determine provided such Transfer is completed during the 120 day period following such failure (and such sale shall be without prejudice to any rights and remedies RCI may otherwise have by reason of such default). If any Transfer by RCI to a bona fide Third Party or Third Parties is not completed as contemplated by this clause (o), RCI shall be required to comply with the Right of First Negotiation in accordance with its terms in the event that RCI proposes any subsequent sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4Securities.

Third Party Offer. In Prior to the event consummation of any sale of ----------------- all or any portion of the Xxxxxxxxx Parties receive shares of Common Stock held by Holding to a Third Party, Holding shall cause each bona fide written offer from a third party such Third Party to purchase all but not less than all of the Right Securities for a price and/or terms that are inferior to the Initial Offer such shares from Holding (a “"Third-Party Offer”), the Xxxxxxxxx Parties ") to be reduced to writing and shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC send written notice of such Third-Party Offer (including the identity of "Initial Offer Notice") to the Person making such Third-Party Offer), whereupon FMC shall be entitled, during the following 30 calendar days after its receipt of such Trust. Each Third-Party Offer to match the Third-Party Offer by offering shall include an offer to purchase the Right Securities shares of Common Stock from the Xxxxxxxxx Parties Trust in the amounts determined in accordance with Section 3.3, at the same time, at the same price and on the same terms that are substantially identical as the sale by Holding to those contained in the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer. If FMC timely matches the Third-Party OfferTrust desires to accept the offer contained in the Initial Offer Notice, the Xxxxxxxxx Parties Trust shall have been furnish written notice to Holding, within 20 days after its receipt of the Initial Offer Notice, indicating the Trust's irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of shares of Common Stock the Trust agrees to sell to the Third Party (the "Acceptance Notice"). If the Trust does not furnish an Acceptance Notice to Holding in accordance with these provisions by the end of such 20-day period, the Trust shall be deemed to have accepted such irrevocably rejected the offer and, with FMC, shall establish a closing date (which shall be a Business Day) for contained in the sale and purchase Initial Offer Notice. All shares of Common Stock set forth in the Acceptance Notice of the Right Securities Trust together with the shares of Common Stock proposed to be sold by Holding to the Third Party are referred to collectively as "All Offered Shares". Within three days after the date on which the Third Party informs Holding of the total number of shares of Common Stock which such Third Party has agreed to purchase in accordance with the terms specified in the Initial Offer Notice, Holding shall send written notice (the “Third-"Final Notice") to the Trust setting forth the number of shares of Common Stock the Trust shall sell to the Third Party Offer Closing Date”)as determined in accordance with Section 3.3, which Third-Party Offer Closing Date number shall be no later than 30 calendar not exceed the maximum number specified by the Trust in its Acceptance Notice. Within five days after the date of delivery of FMC’s acceptance the Final Notice (or such shorter period as may reasonably be requested by Holding to facilitate the sale), the Trust shall furnish to Holding (i) a written undertaking to deliver, upon the consummation of the sale of Common Stock to the Third Party as indicated in the Final Notice, the certificates representing the shares of Common Stock held by the Trust which will be transferred pursuant to such Third- Party Offer (such shares shall be referred to herein as the "Included Shares") and (ii) a limited power-of-attorney authorizing Holding to transfer the Included Shares pursuant to the terms of such Third-Party Offer, as . Each Shareholder shall be required to make representations and warranties in connection with such period may be extended transfer with respect to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver its own authority to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal and its title to the purchase price set forth in shares of Common Stock transferred. In any such transaction the Third-Party Offer and (ii) Company will cooperate with all Shareholders to facilitate the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Xxxxxxxxx Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4transaction.

Third Party Offer. In Prior to the event consummation of any ----------------- sale of all or any portion of the Xxxxxxxxx Parties receive shares of Holding Common Stock held by any of the FS Entities to a Third Party, such FS Entity shall cause each bona fide written offer from a third party such Third Party to purchase all but not less than all of the Right Securities for a price and/or terms that are inferior to the Initial Offer such shares from such FS Entity (a “an "FS Third-Party Offer”), the Xxxxxxxxx Parties ") to be reduced to writing and shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC send written notice of such FS Third-Party Offer (including the identity of "FS Initial Offer Notice") to the Person making such Trust. Each FS Third-Party Offer)Offer shall include an offer to purchase shares of Common Stock from the Trust in the amounts determined in accordance with Section 3A.3, whereupon FMC at the same time, at the same price and on the same terms as the sale by the FS Entity to the Third Party, and according to the terms and conditions of this Agreement. The FS Initial Offer Notice shall be entitledaccompanied by a true copy of the FS Third- Party Offer. If the Trust desires to accept the offer contained in the FS Initial Offer Notice, during the following 30 calendar Trust shall furnish written notice to the FS Entities, within 20 days after its receipt of the FS Initial Offer Notice, indicating the Trust's irrevocable acceptance of the offer included in the FS Initial Offer Notice and setting forth the maximum number of shares of Common Stock the Trust agrees to sell to the Third Party (the "FS Acceptance Notice"). If the Trust does not furnish an FS Acceptance Notice to the FS Entities in accordance with these provisions by the end of such 20-day period, the Trust shall be deemed to have irrevocably rejected the offer contained in the FS Initial Offer Notice. All shares of Common Stock set forth in the FS Acceptance Notice of the Trust together with the shares of Holding Common Stock proposed to be sold by the FS Entities to the Third Party are referred to collectively as "All Holding and Company Offered Shares". Within three days after the date on which the Third Party informs the FS Entities of the total number of shares of Holding Common Stock (and Common Stock, in the case of the Trust) which such Third Party has agreed to purchase in accordance with the terms specified in the FS Initial Offer Notice, the FS Entities shall send written notice (the "FS Final Notice") to the Trust setting forth the number of shares of Common Stock the Trust shall sell to the Third Party as determined in accordance with Section 3A.3, which number shall not exceed the maximum number specified by the Trust in its FS Acceptance Notice. Within five days after the date of the FS Final Notice (or such shorter period as may reasonably be requested by the FS Entities to facilitate the sale), the Trust shall furnish to the FS Entities (i) a written undertaking to deliver, upon the consummation of the sale of Holding Common Stock to the Third Party as indicated in the FS Final Notice, the certificates representing the shares of Common Stock held by the Trust which will be transferred pursuant to such FS Third-Party Offer (such shares shall be referred to match herein as the Third"Trust Included Shares") and (ii) a limited power-Party Offer by offering of-attorney authorizing the FS Entities to purchase transfer the Right Securities from Trust Included Shares pursuant to the Xxxxxxxxx Parties on terms that are substantially identical to those contained in the of such FS Third-Party Offer. If FMC timely matches Each of the Third-Party Offer, FS Entities and the Xxxxxxxxx Parties shall have been deemed to have accepted such offer and, with FMC, shall establish a closing date (which Trust shall be a Business Day) for required to make representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the sale and purchase shares of Holding Common Stock (or Common Stock, in the case of the Right Securities (Trust) transferred. In any such transaction Holding will cooperate with the “Third-Party Offer Closing Date”), which Third-Party Offer Closing Date shall be no later than 30 calendar days after FS Entities and the date of delivery of FMC’s acceptance of Trust to facilitate the Third-Party Offer, as such period may be extended to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Third-Party Offer and (ii) the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Xxxxxxxxx Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Xxxxxxxxx Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Xxxxxxxxx shall again be subject to the terms of this Section 3.4transaction.