Common use of Transfers to Third Parties Clause in Contracts

Transfers to Third Parties. (a) After the expiration of the Minimum Retention Period, save as provided in Section 19.2 (Permitted Transfers to PublicCo and Qualifying Affiliates) a Shareholder may only effect, or permit to be effected, a Transfer in accordance with this Section 19.3. (b) If a Shareholder intends to effect, or permit to be effected, a Transfer in accordance with this Section 19.3, then: (i) the Transferor shall deliver to the Non-Transferring Shareholders a Notice of the Transferor’s intention to Transfer at least [***] in advance of the date on which it is proposed to be effected; and [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 89 - (ii) prior to such Transfer, the Transferor shall deliver Notice (the “Transfer Notice”) to the Non-Transferring Shareholders which shall specify whether the proposed Transfer is a Partial Transfer or a Complete Transfer, (c) Within thirty (30) days of delivery of a Transfer Notice, any Non-Transferring Shareholder may deliver a Notice (each, an “Acquisition Notice”) to the Transferor and the Company that it intends to acquire the Offered Interest [***] in accordance with Annex D (Acquisition of Ownership Interests), provided that: (i) if more than one Non-Transferring Shareholder delivers an Acquisition Notice, then each such Non-Transferring Shareholder shall purchase a pro rata portion of such Offered Interest (calculated by reference to each such Non-Transferring Shareholder’s Ownership Interest as a proportion of all such Non-Transferring Shareholders’ Ownership Interests); (ii) the PublicCo Shareholder shall only be entitled to exercise the right to acquire a pro rata portion of the Offered Interest if, concurrent with its delivery of an Acquisition Exercise Notice in accordance with Annex D (Acquisition of Ownership Interests), it has provided to the Transferor an unconditional, on-demand letter of credit in a form, and from an international financial institution, in each case, reasonably acceptable to the Transferor, for an amount equal to the PublicCo Shareholder’s pro rata portion [***]; and (iii) unless the entire Offered Interest is Transferred in accordance with this Section 19.3 and Annex D (Acquisition of Ownership Interests), the Non-Transferring Shareholders shall have no rights to acquire the Offered Interest or any portion of it, provided further, that if the PublicCo Shareholder delivers an Acquisition Exercise Notice but does not pay its pro rata portion of the FMV thereof in accordance with Annex D (Acquisition of Ownership Interests), for any reason, then the other Non-Transferring Shareholder shall have the option (but not the obligation) to purchase the entire Offered Interest. (d) If: (i) no Non-Transferring Shareholder delivers an Acquisition Notice within thirty (30) days of delivery of a Transfer Notice; (ii) all Acquisition Notices have been rescinded before the delivery of an Acquisition Exercise Notice; [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 90 - (iii) no Non-Transferring Shareholder delivers an Acquisition Exercise Notice within the Acquisition Period; (iv) all Acquisition Exercise Notices have been rescinded before the Acquisition Closing Date; or (v) the Acquisition does not occur by the Acquisition Closing Date for any reason other than a breach by the Transferor of its obligations under this Section 19 or Annex D (Acquisition of Ownership Interests), then, subject to Sections 19.4 (Third Party Consents) and 19.5(a) (Recognition of Transfers), the Transferor shall be entitled during the Transfer Period to: (A) in the case of a proposed Partial Transfer, permit the Transfer of the Permitted Part to a Permitted Transferee by way of an Upstream Transfer; and (B) in the case of a proposed Complete Transfer: (1) effect a Direct Transfer of all (but not a part) of its Ownership Interest; or (2) permit an Upstream Transfer of all (but not a part) of its Shareholder Equity, in either case, to a Permitted Transferee. (e) The Transferor shall indemnify, defend, and hold harmless the Company from and against any Taxes that may be imposed on the Company as a result of any Transfer.

Transfers to Third Parties. (aIf the Preferred Stockholders fail to accept the offer stated in the Selling Stockholder's Notice, or if such offer is accepted but the accepting Preferred Stockholder(s) After fail to consummate the expiration purchase at a closing as hereinabove provided, then the Selling Stockholder shall be free, subject to the provisions of Sections 3.2(c) and 4.2 hereof, to sell all, but not less than all, of the Minimum Retention PeriodPreferred Offered Shares to a third party (the "Preferred Third Party Purchaser") at a price and on terms no less favorable to the Selling Stockholder than described in the Selling Stockholder's Notice; provided, save as provided however, that such sale is consummated within ninety (90) days after the giving of the Selling Stockholder's Notice to the Company and the Preferred Stockholders. Notwithstanding anything to the contrary contained in this Section 19.2 (Permitted Transfers 3.2(b), in the event Ashton is the Selling Stockholder and the Preferred Stockholders do not elect to PublicCo and Qualifying Affiliates) a Shareholder may only effect, or permit purchase all of the Preferred Offered Shares desired to be effectedsold by Ashton, then Ashton shall be free, subject to the provisions of Sections 3.2(c) and 4.2 hereof, to sell all, but not less than all, of the Preferred Offered Shares to a Preferred Third Party Purchaser only if such Preferred Third Party Purchaser is a reputable institutional investor approved by holders of at least a majority of outstanding Shares held by the Investors, which approval shall not be unreasonably withheld at, a Transfer price and on terms no less favorable to Ashton than described in Ashton's Selling Stockholder's Notice; provided, however, that such sale is consummated within ninety (90) days after the giving of the Selling Stockholder's Notice by Ashton to the Company and the Preferred Stockholders. As a condition precedent to the effectiveness of a transfer pursuant to this Section 3.2(b)(iii), the Preferred Third Party Purchaser shall agree in writing prior to such transfer to become a party to and bound by the terms of this Agreement as an Investor or as a Preferred Stockholder, as the case may be, and shall thereafter be permitted to transfer Shares only in accordance with this Section 19.3Agreement. (b) If a Shareholder intends to effect, or permit to be effected, a Transfer in accordance with this Section 19.3, then: (i) the Transferor shall deliver to the Non-Transferring Shareholders a Notice of the Transferor’s intention to Transfer at least [***] in advance of the date on which it is proposed to be effected; and [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 89 - (ii) prior to such Transfer, the Transferor shall deliver Notice (the “Transfer Notice”) to the Non-Transferring Shareholders which shall specify whether the proposed Transfer is a Partial Transfer or a Complete Transfer, (c) Within thirty (30) days of delivery of a Transfer Notice, any Non-Transferring Shareholder may deliver a Notice (each, an “Acquisition Notice”) to the Transferor and the Company that it intends to acquire the Offered Interest [***] in accordance with Annex D (Acquisition of Ownership Interests), provided that: (i) if more than one Non-Transferring Shareholder delivers an Acquisition Notice, then each such Non-Transferring Shareholder shall purchase a pro rata portion of such Offered Interest (calculated by reference to each such Non-Transferring Shareholder’s Ownership Interest as a proportion of all such Non-Transferring Shareholders’ Ownership Interests); (ii) the PublicCo Shareholder shall only be entitled to exercise the right to acquire a pro rata portion of the Offered Interest if, concurrent with its delivery of an Acquisition Exercise Notice in accordance with Annex D (Acquisition of Ownership Interests), it has provided to the Transferor an unconditional, on-demand letter of credit in a form, and from an international financial institution, in each case, reasonably acceptable to the Transferor, for an amount equal to the PublicCo Shareholder’s pro rata portion [***]; and (iii) unless the entire Offered Interest is Transferred in accordance with this Section 19.3 and Annex D (Acquisition of Ownership Interests), the Non-Transferring Shareholders shall have no rights to acquire the Offered Interest or any portion of it, provided further, that if the PublicCo Shareholder delivers an Acquisition Exercise Notice but does not pay its pro rata portion of the FMV thereof in accordance with Annex D (Acquisition of Ownership Interests), for any reason, then the other Non-Transferring Shareholder shall have the option (but not the obligation) to purchase the entire Offered Interest. (d) If: (i) no Non-Transferring Shareholder delivers an Acquisition Notice within thirty (30) days of delivery of a Transfer Notice; (ii) all Acquisition Notices have been rescinded before the delivery of an Acquisition Exercise Notice; [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 90 - (iii) no Non-Transferring Shareholder delivers an Acquisition Exercise Notice within the Acquisition Period; (iv) all Acquisition Exercise Notices have been rescinded before the Acquisition Closing Date; or (v) the Acquisition does not occur by the Acquisition Closing Date for any reason other than a breach by the Transferor of its obligations under this Section 19 or Annex D (Acquisition of Ownership Interests), then, subject to Sections 19.4 (Third Party Consents) and 19.5(a) (Recognition of Transfers), the Transferor shall be entitled during the Transfer Period to: (A) in the case of a proposed Partial Transfer, permit the Transfer of the Permitted Part to a Permitted Transferee by way of an Upstream Transfer; and (B) in the case of a proposed Complete Transfer: (1) effect a Direct Transfer of all (but not a part) of its Ownership Interest; or (2) permit an Upstream Transfer of all (but not a part) of its Shareholder Equity, in either case, to a Permitted Transferee. (e) The Transferor shall indemnify, defend, and hold harmless the Company from and against any Taxes that may be imposed on the Company as a result of any Transfer.

Transfers to Third Parties. (a) After the expiration of the Minimum Retention Period, save as provided in Section 19.2 (Permitted Transfers to PublicCo and Qualifying Affiliates) a Shareholder may only effect, or permit to be effected, a Transfer in accordance with this Section 19.3. (b) If a Shareholder intends to effect, or permit to be effected, a Transfer in accordance with this Section 19.3, then: (i) the Transferor shall deliver to the Non-Transferring Shareholders a Notice of the Transferor’s intention to Transfer at least [***] in advance of the date on which it is proposed to be effected; and [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 89 -and (ii) prior to such Transfer, the Transferor shall deliver Notice (the “Transfer Notice”) to the Non-Transferring Shareholders which shall specify whether the proposed Transfer is a Partial Transfer or a Complete Transfer,, provided that a Shareholder shall only be entitled to effect (or permit to be effected) [***]. (c) Within thirty (30) days of delivery of a Transfer Notice, any Non-Transferring Shareholder may deliver a Notice (each, an “Acquisition Notice”) to the Transferor and the Company that it intends to acquire the Offered Interest [***] in accordance with Annex D (Acquisition of Ownership Interests), provided that: (i) if more than one Non-Transferring Shareholder delivers an Acquisition Notice, then each such Non-Transferring Shareholder shall purchase a pro rata portion of such Offered Interest (calculated by reference to each such Non-Transferring Shareholder’s Ownership Interest as a proportion of all such Non-Transferring Shareholders’ Ownership Interests); (ii) the PublicCo Shareholder shall only be entitled to exercise the right to acquire a pro rata portion of the Offered Interest if, concurrent with its delivery of an Acquisition Exercise Notice in accordance with Annex D (Acquisition of Ownership Interests), it has provided to the Transferor an unconditional, on-demand letter of credit in a form, and from an international financial institution, in each case, reasonably acceptable to the Transferor, for an amount equal to the PublicCo Shareholder’s pro rata portion [***]; and (iii) unless the entire Offered Interest is Transferred in accordance with this Section 19.3 and Annex D (Acquisition of Ownership Interests), the Non-Transferring Shareholders shall have no rights to acquire the Offered Interest or any portion of it, provided further, that if the PublicCo Shareholder delivers an Acquisition Exercise Notice but does not pay its pro rata portion of the FMV thereof in accordance with Annex D (Acquisition of Ownership Interests), for any reason, then the other Non-Transferring Shareholder shall have the option (but not the obligation) to purchase the entire Offered Interest. (d) If: (i) no Non-Transferring Shareholder delivers an Acquisition Notice within thirty (30) days of delivery of a Transfer Notice; (ii) all Acquisition Notices have been rescinded before the delivery of an Acquisition Exercise Notice; [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 90 -; (iii) no Non-Transferring Shareholder delivers an Acquisition Exercise Notice within the Acquisition Period; (iv) all Acquisition Exercise Notices have been rescinded before the Acquisition Closing Date; or (v) the Acquisition does not occur by the Acquisition Closing Date for any reason other than a breach by the Transferor of its obligations under this Section 19 or Annex D (Acquisition of Ownership Interests), then, subject to Sections 19.4 (Third Party Consents) and 19.5(a) (Recognition of Transfers), the Transferor shall be entitled during the Transfer Period to: (A) in the case of a proposed Partial Transfer, permit the Transfer of the Permitted Part to a Permitted Transferee by way of an Upstream Transfer; and (B) in the case of a proposed Complete Transfer: (1) effect a Direct Transfer of all (but not a part) of its Ownership Interest; or (2) permit an Upstream Transfer of all (but not a part) of its Shareholder Equity, in either case, to a Permitted Transferee. (e) The Transferor shall indemnify, defend, and hold harmless the Company from and against any Taxes that may be imposed on the Company as a result of any Transfer.

Transfers to Third Parties. (a) After the expiration of the Minimum Retention Period, save as provided in Section 19.2 (Permitted Transfers to PublicCo and Qualifying Affiliates) a Shareholder may only effect, or permit to be effected, a Transfer in accordance with this Section 19.3. (b) If a Shareholder intends to effect, or permit to be effected, a Transfer in accordance with this Section 19.3, then: (i) the Transferor shall deliver to the Non-Transferring Shareholders a Notice of the Transferor’s intention to Transfer at least [***] in advance of the date on which it is proposed to be effected; and [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 89 -and (ii) prior to such Transfer, the Transferor shall deliver Notice (the “Transfer Notice”) to the Non-Transferring Shareholders which shall specify whether the proposed Transfer is a Partial Transfer or a Complete Transfer,, provided that a Shareholder shall only be entitled to effect (or permit to be effected) [***]. (c) Within thirty (30) days of delivery of a Transfer Notice, any Non-Transferring Shareholder may deliver a Notice (each, an “Acquisition Notice”) to the Transferor and the Company that it intends to acquire the Offered Interest [***] ]in accordance with Annex D C (Acquisition of Ownership Interests), provided that: (i) if more than one Non-Transferring Shareholder delivers an Acquisition Notice, then each such Non-Transferring Shareholder shall purchase a pro rata portion of such Offered Interest (calculated by reference to each such Non-Transferring Shareholder’s Ownership Interest as a proportion of all such Non-Transferring Shareholders’ Ownership Interests); (ii) the PublicCo Shareholder shall only be entitled to exercise the right to acquire a pro rata portion of the Offered Interest if, concurrent with its delivery of an Acquisition Exercise Notice in accordance with Annex D C (Acquisition of Ownership Interests), it has provided to the Transferor an unconditional, on-demand letter of credit in a form, and from an international financial institution, in each case, reasonably acceptable to the Transferor, for an amount equal to the PublicCo Shareholder’s pro rata portion [***]; and (iii) unless the entire Offered Interest is Transferred in accordance with this Section 19.3 and Annex D C (Acquisition of Ownership Interests), the Non-Transferring Shareholders shall have no rights to acquire the Offered Interest or any portion of it, provided further, that if the PublicCo Shareholder delivers an Acquisition Exercise Notice but does not pay its pro rata portion of the FMV thereof [***] in accordance with Annex D C (Acquisition of Ownership Interests), for any reason, then the other Non-Transferring Shareholder shall have the option (but not the obligation) to purchase the entire Offered Interest. (d) If: (i) no Non-Transferring Shareholder delivers an Acquisition Notice within thirty (30) days of delivery of a Transfer Notice; (ii) all Acquisition Notices have been rescinded before the delivery of an Acquisition Exercise Notice; [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 90 -; (iii) no Non-Transferring Shareholder delivers an Acquisition Exercise Notice within the Acquisition Period; (iv) all Acquisition Exercise Notices have been rescinded before the Acquisition Closing Date; or (v) the Acquisition does not occur by the Acquisition Closing Date for any reason other than a breach by the Transferor of its obligations under this Section 19 or Annex D C (Acquisition of Ownership Interests), then, subject to Sections 19.4 (Third Party Consents) and 19.5(a) (Recognition of Transfers), the Transferor shall be entitled during the Transfer Period to: (A) in the case of a proposed Partial Transfer, permit the Transfer of the Permitted Part to a Permitted Transferee by way of an Upstream Transfer; and (B) in the case of a proposed Complete Transfer: (1) effect a Direct Transfer of all (but not a part) of its Ownership Interest; or (2) permit an Upstream Transfer of all (but not a part) of its Shareholder Equity, in either case, to a Permitted Transferee. (e) The Transferor shall indemnify, defend, and hold harmless the Company from and against any Taxes that may be imposed on the Company as a result of any Transfer.

Transfers to Third Parties. (a) After the expiration of the Minimum Retention Period, save as provided in Section 19.2 (Permitted Transfers to PublicCo and Qualifying Affiliates) a Shareholder may only effect, or permit to be effected, a Transfer in accordance with this Section 19.3. (b) If a Shareholder intends to effect, or permit to be effected, a Transfer in accordance with this Section 19.3, then: (i) When a Party (the Transferor "transferring Party") wishes to transfer its equity interest in the Company to a third party other than as permitted in Section 18.2, it must receive the prior written consent (such consent not to be unreasonably withheld) of all other Parties. The transferring Party shall deliver give a written notice (the "transferring notice") to all other Parties setting forth the equity interest it wishes to transfer, the price of such equity interest, the identity of the proposed transferee and any other relevant terms and conditions of the proposed transaction. After the transferring Party delivers the transferring notice to the Nonother Parties, each other Party must respond in writing to the transferring Party (with a copy to the other non-Transferring Shareholders transferring Party) within ten (10) days of its receipt thereof to indicate whether it: (x) consents to the proposed transfer (a Notice "prior written consent"), or (y) refuses the proposed transfer (a "refusal notice"), or (z) consents to such transfer and in the same time elects to exercise its right of first refusal with respect to the Transferor’s intention to Transfer at least [***] in advance of the date on which it is equity interest proposed to be effected; transferred by the transferring Party (a "priority purchase notice"). Failure of any of the other Parties to respond in writing to the transferring notice within ten (10) days of its receipt of such notice shall be deemed a "prior written consent" to the transferring Party's proposed transfer as set forth in its transferring notice for all purposes herein and [***] Confidential treatment has been requested. The redacted material has been separately filed shall also be deemed to constitute the waiver of such other Party's right of first refusal with the Commission. - 89 -respect to such equity interest proposed to be transferred. (ii) prior If any of the other Parties (a "refusing Party") delivers a refusal notice to the transferring Party, such Transferrefusal notice shall be deemed for all purposes an irrevocable agreement of the refusing Party (or Parties, the Transferor shall deliver Notice (the “Transfer Notice”if there are two refusing Parties) to purchase at the Non-Transferring Shareholders which shall specify whether the proposed Transfer Fair Market Value, all (if there is a Partial Transfer only one refusing Party) or a Complete Transfer, (c) Within thirty (30) days of delivery of a Transfer Notice, any Non-Transferring Shareholder may deliver a Notice (each, an “Acquisition Notice”) to the Transferor and the Company that it intends to acquire the Offered Interest [***] in accordance with Annex D (Acquisition of Ownership Interests), provided that: (i) if more than one Non-Transferring Shareholder delivers an Acquisition Notice, then each such Non-Transferring Shareholder shall purchase a pro rata portion of such Offered Interest share (calculated by reference to each such Non-Transferring Shareholder’s Ownership Interest as a proportion of all such Non-Transferring Shareholders’ Ownership Interests); (iiif there are two refusing Parties) the PublicCo Shareholder shall only be entitled to exercise the right to acquire a pro rata portion of the Offered Interest if, concurrent with its delivery of an Acquisition Exercise Notice in accordance with Annex D equity interest proposed to be transferred by the transferring Party. Such purchase shall be completed (Acquisition of Ownership Interests), it has provided to and the Transferor an unconditional, on-demand letter of credit in a form, and from an international financial institution, in each case, reasonably acceptable to the Transferor, for an amount equal to the PublicCo Shareholder’s pro rata portion [***]; and (iiipurchase price be paid as well) unless the entire Offered Interest is Transferred in accordance with this Section 19.3 and Annex D (Acquisition of Ownership Interests), the Non-Transferring Shareholders shall have no rights to acquire the Offered Interest or any portion of it, provided further, that if the PublicCo Shareholder delivers an Acquisition Exercise Notice but does not pay its pro rata portion of the FMV thereof in accordance with Annex D (Acquisition of Ownership Interests), for any reason, then the other Non-Transferring Shareholder shall have the option (but not the obligation) to purchase the entire Offered Interest. (d) If: (i) no Non-Transferring Shareholder delivers an Acquisition Notice within thirty (30) days of delivery of a Transfer Notice; (ii) all Acquisition Notices have been rescinded before after the delivery of an Acquisition Exercise Notice; [***] Confidential treatment has been requested. The redacted material has been separately filed with transaction is approved by the Commission. - 90 -Examination and Approval Authority. (iii) no Non-Transferring Shareholder delivers an Acquisition Exercise Notice within If both other Parties deliver a priority purchase notice to the Acquisition Period; (iv) all Acquisition Exercise Notices transferring Party, each of such other Parties shall have been rescinded before the Acquisition Closing Date; or (v) right of first refusal to purchase, pro rata to their relative equity interests in the Acquisition does not occur Company, such equity interest proposed to be transferred by the Acquisition Closing Date for any reason other than a breach transferring Party on the same terms offered by the Transferor of its obligations under this Section 19 or Annex D (Acquisition of Ownership Interests), then, subject transferring Party to Sections 19.4 (Third Party Consents) and 19.5(a) (Recognition of Transfers), the Transferor shall be entitled during the Transfer Period to: (A) in the case of a proposed Partial Transfer, permit the Transfer transferee. If only one of the Permitted Part other Parties delivers a priority purchase notice while the other Party delivers a prior written consent or is deemed to have delivered a Permitted Transferee by way of an Upstream Transfer; and (B) in the case of a proposed Complete Transfer: (1) effect a Direct Transfer of all (but not a part) of its Ownership Interest; or (2) permit an Upstream Transfer of all (but not a part) of its Shareholder Equity, in either case, to a Permitted Transferee. (e) The Transferor shall indemnify, defend, and hold harmless the Company from and against any Taxes that may be imposed on the Company prior written consent as a result of its failure to respond to the transferring notice as required by clause (i) above, the Party delivering the priority purchase notice shall still be entitled to the right of first refusal to purchase all equity interest proposed to be transferred by the transferring Party on the same terms offered by the transferring Party to the proposed transferee. In situations described by the preceding sentences of this paragraph (iii), each of the other Parties who delivers the priority purchase notice shall enter into an equity purchase contract with the transferring Party on the terms and conditions set forth in the transferring notice and complete the payment of the purchase price under such equity purchase contract within thirty (30) days after the transaction is approved by the Examination and Approval Authority. (b) Subject to the above provisions, when any TransferChinese Party (or Mueller Party) is permitted to transfer its equity interest in the C▇▇▇▇▇▇ to a third party, each Mueller Party (or each Chinese Party, as applicable) shall have a ta▇-▇▇▇▇▇ right to sell its equity interest in the Company, on a pro rata basis, to such third party on the same terms and conditions and such transferring Chinese Party's right (or such transferring Mueller Party's right, as applicable) to sell its equity interest in ▇▇▇ ▇▇mpany shall be conditioned on such third party purchaser's agreement to buy the equity interest of such Mueller Party or Parties (or such Chinese Party or Parties, as the c▇▇▇ ▇▇▇ be) exercising its or their tag-along rights hereunder. (c) Each of the Parties hereby agrees that it shall cause its respective Board members to vote in favor of each transfer permitted or required by this Section 18.3 above. Each of the Parties further agrees to seek in good faith to help the transferring Party obtain all the necessary government approvals, permits, licenses, and registrations required to implement any such transfer.

Transfers to Third Parties. (a) After Shares must not be transferred to any third party other than an Associated Company before the expiration third anniversary of the Minimum Retention PeriodEffective Date. 11.3.1 From the date that is three years after the Effective Date, save as provided in Section 19.2 (Permitted Transfers to PublicCo and Qualifying Affiliates) a Shareholder wishing to sell its Shares (the “Selling Shareholder”) to a third party may only effect, or permit do so if it first serves a written notice (the “Sale Notice”) on the other Shareholder (the “Non-Selling Shareholder”) offering to sell its Shares to the Non-Selling Shareholder (the “Sale Offer”). The Sale Offer shall: (i) relate to all of the Selling Shareholder’s Shares; (ii) specify the consideration for which the Shares are offered to the Non-Selling Shareholder (the “Sale Consideration”); (iii) list all other material terms and conditions upon which the Selling Shareholder is prepared to transfer the Shares to the Non-Selling Shareholder (the “Sale Terms”); and (iv) be effected, open for acceptance for a Transfer in accordance with this Section 19.3period of 90 days following service of the Sale Notice (the “90 Day Offer Period”). (b) 11.3.2 If a at any time before the expiry of the 90 Day Offer Period the Non-Selling Shareholder intends accepts the Sale Offer, the Shareholders shall conclude an agreement to effect, or permit to be effected, a Transfer in accordance with this Section 19.3, theneffect the transfer of the Selling Shareholder’s Shares based on the Sale Consideration and the Sale Terms within 30 Business Days of the expiry of the 90 Day Offer Period. 11.3.3 If: (i) the Transferor shall deliver Non-Selling Shareholder does not accept the Sale Offer, or does not respond to the Non-Transferring Shareholders a Notice Sale Offer by the expiry of the Transferor’s intention 90 Day Offer Period; or (ii) the Shareholders fail to Transfer at least [***] conclude an agreement in advance accordance with Clause 11.3.2 by the time limit set out therein, then Clause 11.3.4 shall apply. 11.3.4 After the expiry of the 90 Day Offer Period and only in the circumstances set out in Clause 11.3.3, the Selling Shareholder may offer all, but not some only, of its Shares to a third party on the following terms (the “Third Party Offer”): (i) within 90 days of the date on which it is proposed the event specified in Clause 11.3.3 occurred which triggered the right to be effected; and [***] Confidential treatment has been requested. The redacted material has been separately filed with make the Commission. - 89 - (ii) prior to such TransferThird Party Offer, the Transferor shall deliver Notice (Selling Shareholder must have executed a binding agreement with a third party which has its own financial resources to meet its obligations under the “Transfer Notice”Third Party Offer or has an unconditional and legally binding commitment from a lender(s) to the Non-Transferring Shareholders which shall specify whether the proposed Transfer is a Partial Transfer or a Complete Transfer, (c) Within thirty (30) days of delivery of a Transfer Notice, any Non-Transferring Shareholder may deliver a Notice (each, an “Acquisition Notice”) to the Transferor and the Company for that it intends to acquire the Offered Interest [***] in accordance with Annex D (Acquisition of Ownership Interests), provided that: (i) if more than one Non-Transferring Shareholder delivers an Acquisition Notice, then each such Non-Transferring Shareholder shall purchase a pro rata portion of such Offered Interest (calculated by reference to each such Non-Transferring Shareholder’s Ownership Interest as a proportion of all such Non-Transferring Shareholders’ Ownership Interests)finance; (ii) the PublicCo Shareholder shall only Third Party Offer must be entitled governed by English law; (iii) the Third Party Offer must contain all material terms and conditions which must be comparable to exercise the right to acquire a pro rata portion Sale Terms (including the intended completion date of the Offered Interest if, concurrent with its delivery of an Acquisition Exercise Notice in accordance with Annex D (Acquisition of Ownership InterestsThird Party Offer), it has provided to the Transferor an unconditional, on-demand letter of credit in a form, and from an international financial institution, in each case, reasonably acceptable to the Transferor, for an amount equal to the PublicCo Shareholder’s pro rata portion [***]; and (iiiiv) unless the entire Offered Interest is Transferred Third Party Offer must be made at or above the amount of the Sale Consideration and be payable in cash in immediately available funds. If the Selling Shareholder fails to reach agreement with a third party on the basis set out in the Third Party Offer on the terms set out in this Clause 11.3.4 within the time specified in Clause 11.3.4(i), then the Selling Shareholder may only transfer its Shares after such date by once more complying with Clause 11.3.1. 11.3.5 Upon reaching agreement with a third party on the basis set out in the Third Party Offer in accordance with this Section 19.3 and Annex D (Acquisition of Ownership Interests)Clause 11.3.4, the Selling Shareholder must give written notice to the Non-Transferring Shareholders shall have no rights to acquire the Offered Interest or any portion of it, provided further, that if the PublicCo Selling Shareholder delivers an Acquisition Exercise Notice but does not pay its pro rata portion of the FMV thereof proposed transfer and the identity of the third party. 11.3.6 Following a transfer of Shares to a third party in accordance with Annex D (Acquisition of Ownership Interests), for any reason, then the other Non-Transferring Shareholder shall have the option (but not the obligation) to purchase the entire Offered Interest. (d) IfClause 11.3.5: (i) no Non-Transferring the Selling Shareholder delivers an Acquisition Notice within thirty (30) days shall procure that the transferee third party signs a Deed of delivery of a Transfer Notice;Adherence; and (ii) all Acquisition Notices have been rescinded before the delivery rights and obligations of an Acquisition Exercise Notice; [***] Confidential treatment has been requested. The redacted material has been separately filed the relevant parties under the Parental Services Agreement shall continue for a reasonable transitional period in accordance with the Commission. - 90 - (iii) no Non-Transferring Shareholder delivers an Acquisition Exercise Notice within the Acquisition Period; (iv) all Acquisition Exercise Notices have been rescinded before the Acquisition Closing Date; or (v) the Acquisition does not occur by the Acquisition Closing Date for any reason other than a breach by the Transferor of its obligations under this Section 19 or Annex D (Acquisition of Ownership Interests), then, and subject to Sections 19.4 (Third Party Consents) and 19.5(a) (Recognition of Transfers), the Transferor shall be entitled during the Transfer Period to: (A) in the case of a proposed Partial Transfer, permit the Transfer terms of the Permitted Part to a Permitted Transferee by way of an Upstream Transfer; and (B) in the case of a proposed Complete Transfer: (1) effect a Direct Transfer of all (but not a part) of its Ownership Interest; or (2) permit an Upstream Transfer of all (but not a part) of its Shareholder Equity, in either case, to a Permitted TransfereeParental Services Agreement. (e) The Transferor shall indemnify, defend, and hold harmless the Company from and against any Taxes that may be imposed on the Company as a result of any Transfer.