Common use of Effecting Sales Clause in Contracts

Effecting Sales. Subject to Sections 2.2(c) and (d), if, upon --------------- the expiration of 30 days following receipt by the Company and the Investor Stockholders of the letter described in Section 2.2(a), neither the Company nor any Permitted Assignee as provided in Sections 2.2(c) and (d) shall have accepted the Offer, MJD Partners shall have the right, subject to Section 2.3, to sell to such third party or parties all (but not less than all) of the shares of Common Stock covered by the Offer, for a purchase price and on other terms and conditions no less favorable to MJD Partners than those contained in the Offer. If MJD Partners has not signed a binding purchase agreement (subject to customary closing conditions) with such third party or parties within 45 days of the expiration of such 30 day period or if such sale has not been completed within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the expiration of such 30 day period, the shares of Common Stock covered by such Offer may not thereafter be sold by MJD Partners unless the procedures set forth in this Section 2.2 shall have again been complied with. If the Company or any Permitted Assignee shall have accepted the Offer, the closing of the purchase and sale pursuant to such acceptance shall take place as set forth in MJD Partners' letter to the Company and the Investor Stockholders.