Common use of Consideration; Closing Clause in Contracts

Consideration; Closing. (a) If Mercer timely delivers an Exercise Notice, it shall be irrevocably bound to purchase the shares set forth in the Proposed Transfer Notice on the terms and subject to the conditions set forth herein and therein. The closing of the purchase of Transfer Stock by Mercer shall take place, and all payments from Mercer shall have been delivered to the applicable Key Holder or Investor, as the case may be, (i) no later than thirty (30) calendar days after the delivery of the Exercise Notice with respect to the Proposed Transfer that is a Proposed Registered Transfer or (ii) no later than sixty (60) calendar days after delivery of the Exercise Notice with respect to the Proposed Transfer that is a Proposed Unregistered Transfer (provided that such sixty (60) calendar day period shall be automatically extended in the event that the proposed purchase is delayed due to regulatory review, until five (5) calendar days after the completion of such review, but in no event later than one hundred twenty (120) calendar days after delivery of the Exercise Notice with respect to the Proposed Transfer). (b) Notwithstanding anything to the contrary herein, in connection with any sale by any Investor or Key Holder to Mercer pursuant to this Agreement, such Investor or Key Holder shall be required to provide customary representations, warranties and indemnities to Mercer only concerning such Investor’s or Key Holder’s power and authority to enter into the sale agreement, its title to the shares of Common Stock sold in such sale, the absence of any material consents required in connection with such sale, the absence of any contravention of law in connection with such sale, and that its holding of the Transfer Stock and that its receipt of the purchase price does not violate anti-money laundering, sanctions or similar laws (and shall not include representations, warranties and indemnities relating to the business of the Company) even if such Investor or Key Holder proposes to make additional or different representations, warranties and indemnities to a third party purchaser. In addition, in connection with any sale by the Investors or Key Holders to Mercer pursuant to this Agreement, the Company shall be required to use commercially reasonable efforts to assist Mercer and the applicable Investor or Key Holder to consummate such sale.

Consideration; Closing. (a) If Mercer timely delivers an Exercise Noticethe consideration proposed to be paid for the Shares is in property, it services or other non-cash consideration, the fair market value of the consideration shall be irrevocably bound to purchase as determined in good faith by the shares Board and as set forth and reasonably substantiated in the Proposed Transfer Notice on Corporation Notice. If the terms Corporation or any Major Stockholder for any reason cannot or does not wish to pay for the Shares in the same form of non-cash consideration, the Corporation or such Major Stockholder may pay the cash value equivalent thereof, as determined in good faith by the Board and subject to the conditions as set forth herein and thereinreasonably substantiated in the Corporation Notice. The closing of the purchase of Transfer Stock Shares by Mercer the Corporation and the Major Stockholders shall take place, and all payments from Mercer the Corporation and the Major Stockholders shall have been delivered to the applicable Key Holder or InvestorSelling Stockholder, as by the case may be, later of (i) no later than thirty (30) calendar days after the delivery of the Exercise Notice with respect to date specified in the Proposed Transfer that is a Notice as the intended date of the Proposed Registered Stockholder Transfer or and (ii) no later than sixty (60x) calendar in the case of a Proposed Transfer Notice delivered by a Selling AHG Stockholder, forty five (45) days after delivery of the Exercise Notice with respect to the Proposed Transfer that is Notice and (y) in the case of a Proposed Unregistered Transfer Notice delivered by a Selling Non-AHG Stockholder, thirty (provided that such sixty (6030) calendar day period shall be automatically extended in the event that the proposed purchase is delayed due to regulatory review, until five (5) calendar days after the completion of such review, but in no event later than one hundred twenty (120) calendar days after delivery of the Exercise Notice Proposed Transfer Notice. In connection with the purchase and sale of such Shares pursuant to this Section 6.1, (A) each Stockholder shall only be required to make customary fundamental representations and warranties solely related to such Stockholder’s (1) corporate (or similar other organizational) power, if applicable, to sell its Shares, (2) due execution of the applicable purchase agreement, (3) organization and good standing (if applicable), (4) good and valid title and ownership of the applicable Shares held by such Stockholder, free and clear of liens, security interests and other encumbrances (other than those imposed by securities laws generally or this Agreement), (5) corporate (or similar other organizational) power and authority, if applicable, to enter into the applicable purchase agreement and to consummate the closing of the sale of the Shares, and (6) non-contravention by such Stockholder of its organizational documents (if applicable) and applicable law; (B) the closing shall not be subject to any conditions, except for (1) customary closing conditions with respect to the Proposed Transfer). (bx) Notwithstanding anything accuracy of the other party’s representations and warranties in all material respects and (y) performance of the other party’s pre-closing covenants in all material respects and (2) the receipt of any regulatory approvals required by applicable law as a condition to such closing; and (C) the contrary hereinforegoing fundamental representations and warranties shall survive such closing until the applicable statute of limitations has run and none of the pre-closing covenants shall survive such closing, in connection with any sale by any Investor or Key Holder to Mercer pursuant to this Agreement, such Investor or Key Holder no party shall be required to provide customary representations, warranties any indemnification or agree to any restrictive covenants and indemnities there shall be no limitation on any party’s right to Mercer only concerning such Investor’s or Key Holder’s power and authority to enter into specific performance in the sale agreement, its title to the shares of Common Stock sold in such sale, the absence event of any material consents required in connection with such sale, the absence of any contravention of law in connection with such sale, and that its holding of the Transfer Stock and that its receipt of the purchase price does not violate anti-money laundering, sanctions or similar laws (and shall not include representations, warranties and indemnities relating to the business of the Company) even if such Investor or Key Holder proposes to make additional or different representations, warranties and indemnities to a third party purchaser. In addition, in connection with any sale by the Investors or Key Holders to Mercer pursuant to this Agreement, the Company shall be required to use commercially reasonable efforts to assist Mercer and the applicable Investor or Key Holder to consummate such saleother party’s breach.

Consideration; Closing. (a) If Mercer timely delivers an Exercise Noticethe consideration proposed to be paid for the Transfer Stock is in property, it services or other non-cash consideration, the fair market value of the consideration shall be irrevocably bound to purchase as determined in good faith by a majority of the shares set forth Board, including a majority of the Preferred Stock Directors. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the Proposed Transfer Notice on same form of non-cash consideration, the terms and subject to Company or such Investor may pay the conditions set forth herein and thereincash value equivalent thereof in U.S. Dollars, as determined in good faith by a majority of the Board, including a majority of the Preferred Stock Directors. The closing of the purchase of Transfer Stock by Mercer the Company or any Investor shall take place, and all payments from Mercer the Company or any Investor shall have been be delivered to the applicable Key Holder or Investortransferring Non-Investor Holder, as by the case may be, later of (i) no later than thirty (30) calendar days after the delivery of the Exercise Notice with respect to date specified in the Proposed Transfer that is a Notice as the intended date of the Proposed Registered Holder Transfer or and (ii) no later than sixty forty-five (6045) calendar days after delivery giving of the Exercise Notice with respect to the Proposed Transfer that is a Proposed Unregistered Notice. At any such closing, the transferring Non-Investor Holder shall take all steps necessary or appropriate to transfer possession of the certificate(s) representing all of the shares of Transfer (provided that such sixty (60) calendar day period shall be automatically extended in Stock to the event that Company or the proposed purchase is delayed due to regulatory reviewInvestors, until five (5) calendar days after the completion of such review, but in no event later than one hundred twenty (120) calendar days after as appropriate. Such delivery of the Exercise Notice with respect to the Proposed Transfer). (bstock certificate(s) Notwithstanding anything to the contrary herein, in connection with any sale by any each transferring Non-Investor or Key Holder to Mercer pursuant to this Agreement, such Investor or Key Holder shall be required to provide customary representations, warranties constitute the representation and indemnities to Mercer only concerning such Investor’s or Key Holder’s power warranty by the transferring Non-Investor Holder that good and authority to enter into the sale agreement, its valid title to the shares represented thereby are being delivered, free and clear of Common Stock sold in such sale, the absence of any material consents required in connection with such sale, the absence of any contravention of law in connection with such saleall encumbrances, and the certificate(s) shall be duly endorsed or accompanied by duly executed stock powers or other instruments of conveyance. The Company shall ensure that the stock transfer records of the Company or its holding transfer agent reflect the purchase of the Transfer Stock, and (except with respect to any shares of Transfer Stock and that its receipt of the purchase price does not violate anti-money laundering, sanctions or similar laws (and shall not include representations, warranties and indemnities relating to the business of purchased by the Company) even if shall cause a new stock certificate or certificates to be issued reflecting the same, such Investor or Key Holder proposes certificate(s) to make additional or different representations, warranties and indemnities contain the legend referred to a third party purchaser. In addition, in connection with any sale by the Investors or Key Holders to Mercer pursuant to this Agreement, the Company shall be required to use commercially reasonable efforts to assist Mercer and the applicable Investor or Key Holder to consummate such saleSection 4.