Common use of Failure to Exercise Right Clause in Contracts

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 Company and the Genstar Parties collectively fail to purchase all of the Offer Shares Securities pursuant to Section 6(b3(b), the Participant Selling Stockholder shall have sixty (60) days after the last date on which the Genstar Parties’ 's right to purchase the Offer Shares Securities lapsed to Transfer the Offer Shares Securities 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 Selling Stockholder shall not be entitled to Transfer such Offer Shares Securities (i) if the Offeror is a competitor, supplier or customer of the Company or any Subsidiary Company, or if the Offeror is not reasonably acceptable to the Board, such determination to be made in good faith by the Board faith, 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 a Covered Stockholder or CDPQ, as the Participantcase may be. In the event that the Participant Selling Stockholder has not Transferred the Offer Shares Securities within such sixty (60) day period, the Participant Selling Stockholder shall not thereafter Transfer (except in a manner otherwise permitted under this Agreement) any of such Offer Shares Securities without again complying with the provisions of this Agreement, including, if applicable, this Section 63.