Remaining Securities. Upon expiration of the Overallotment Periods, the Company shall have 90 days to sell all or any part of the remaining Overallotment Securities (the "REMAINING SECURITIES") to any other Person or Persons, upon terms and conditions in all material respects, including, without limitation, price, which are not materially more favorable, in the aggregate, to such other Person or Persons and not materially less favorable to the Company than those set forth in the Offer. Upon the closing of the sale to such other Person or Persons of all the Remaining Securities, which closing shall include full payment to the Company, (i) the Offerees shall purchase from the Company, and the Company shall sell to the Offerees, the Offered Securities with respect to which Notices of Acceptance were delivered to the Company by the Offerees for the price and at the terms specified in the Offer, and (ii) the Fully-Exercising Offerees shall purchase from the Company, and the Company shall sell to the Fully-Exercising Offerees, the Overallotment Securities.
Appears in 2 contracts
Sources: Securityholder Agreement (Vanda Pharmaceuticals Inc.), Securityholder Agreement (Vanda Pharmaceuticals Inc.)