Transfer of Offered Securities to Third Parties. If all ----------------------------------------------- notices required to be given pursuant to Section 4.1 hereof have been duly given and the Other Shareholders and the Company offer to purchase fewer than all of the Offered Securities pursuant to the provisions hereof, then the Selling Shareholder shall have the right, subject to compliance by the Selling Shareholder with the provisions of Section 3.4(b) hereof for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 4.1 hereof with respect to such Transfer Offer or (ii) the date on which the Selling Shareholder receives notice from the Other Shareholders and the Company that they will not exercise the option granted pursuant to Section 4.1 hereof, to sell to any third party that is not an Affiliate of the Selling Shareholder the Offered Securities at a price per Offered Security of not less than 100% of the Transfer Offer Price Per Security and on substantially the other terms specified in the Transfer Offer.
Appears in 2 contracts
Sources: Stockholders' Agreement (MRS Fields Brand Inc), Stockholders' Agreement (MRS Fields Holding Co Inc)
Transfer of Offered Securities to Third Parties. If all ----------------------------------------------- notices required to be given pursuant to Section 4.1 hereof have been duly given and the Other Shareholders and the Company offer to purchase fewer than all of the Offered Securities pursuant to the provisions hereof, then the Selling Shareholder shall have the right, subject to compliance by the Selling Shareholder with the provisions of Section 3.4(b3.2(b) hereof for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 4.1 hereof with respect to such Transfer Offer or (ii) the date on which the Selling Shareholder receives notice from the Other Shareholders and the Company that they will not exercise the option granted pursuant to Section 4.1 hereof, to sell to any third party that is not an Affiliate of the Selling Shareholder the Offered Securities at a price per Offered Security of not less than 100% of the Transfer Offer Price Per Security and on substantially the other terms specified in the Transfer Offer.
Appears in 1 contract
Sources: Stockholders' Agreement (Fields MRS Original Cookies Inc)