Common use of Transfers to Third Parties Clause in Contracts

Transfers to Third Parties. In the event that the First Offer Shares are not acquired by TriZetto pursuant to Sections 7.1(a) or 7.1(b), for a period of one hundred twenty (120) days from the date of delivery of either (i) an IMS Rejection Notice or (ii) a TriZetto Rejection Notice, IMS or such Affiliate shall be free to negotiate and to initiate and hold discussions with other potential purchasers, and to consummate a sale of any or all of the First Offer Shares to one or more third parties; PROVIDED, HOWEVER, that if TriZetto has delivered a TriZetto Offer Notice, the purchase price of such First Offer Shares payable by each such third party must be at least equal to the purchase price thereof set forth in such TriZetto Offer Notice, and all other terms and conditions shall not be materially less favorable to IMS or such Affiliate than those contained in the TriZetto Offer Notice; PROVIDED, FURTHER, that if the closing of any such purchase is subject to the making of any necessary filings with, the expiration of any applicable waiting periods imposed by, or obtaining any approvals from, any Governmental Entities, such purchase may be consummated at any time prior to 20 days after the expiration of such waiting period or the granting of such consent or approval, as the case may be.

Transfers to Third Parties. In the event that the First Offer Shares -------------------------- are not acquired by TriZetto Infineon pursuant to Sections 7.1(a) or 7.1(bSection 7.9(b), for a period of one hundred twenty (120) days from the date of delivery of either (i) an IMS a Ramtron Rejection Notice or (ii) a TriZetto an Infineon Rejection Notice, IMS Ramtron or such Affiliate affiliate shall be free to negotiate and to initiate and hold discussions with other potential purchasers, and to consummate a sale of any or all of the First Offer Shares to one or more third parties; PROVIDEDprovided, HOWEVERhowever, that if TriZetto Infineon has delivered a TriZetto Infineon Offer Notice, the purchase price of such First Offer Shares payable by each such third party must be at least equal to the purchase price thereof set forth in such TriZetto Infineon Offer Notice, with non-cash consideration valued by the Ramtron board of directors in good faith, and all other terms and conditions shall not be materially less favorable to IMS Ramtron or such Affiliate affiliate than those contained in the TriZetto Infineon Offer Notice; PROVIDEDprovided, FURTHERfurther, that if the closing of any such purchase is subject to the making of any necessary filings with, the expiration of any applicable waiting periods imposed by, or obtaining any approvals from, any Governmental Entitiesgovernmental entities, such purchase may be consummated at any time prior to 20 15 days after the expiration of such waiting period or the granting of such consent or approval, as the case may be.

Transfers to Third Parties. In the event that the First Offer Shares are not acquired by TriZetto Infineon pursuant to Sections 7.1(a) or 7.1(bSection 7.9(b), for a period of one hundred twenty (120) days from the date of delivery of either (i) an IMS a Ramtron Rejection Notice or (ii) a TriZetto an Infineon Rejection Notice, IMS Ramtron or such Affiliate affiliate shall be free to negotiate and to initiate and hold discussions with other potential purchasers, and to consummate a sale of any or all of the First Offer Shares to one or more third parties; PROVIDEDprovided, HOWEVERhowever, that if TriZetto Infineon has delivered a TriZetto Infineon Offer Notice, the purchase price of such First Offer Shares payable by each such third party must be at least equal to the purchase price thereof set forth in such TriZetto Infineon Offer Notice, with non-cash consideration valued by the Ramtron board of directors in good faith, and all other terms and conditions shall not be materially less favorable to IMS Ramtron or such Affiliate affiliate than those contained in the TriZetto Infineon Offer Notice; PROVIDEDprovided, FURTHERfurther, that if the closing of any such purchase is subject to the making of any necessary filings with, the expiration of any applicable waiting periods imposed by, or obtaining any approvals from, any Governmental Entitiesgovernmental entities, such purchase may be consummated at any time prior to 20 15 days after the expiration of such waiting period or the granting of such consent or approval, as the case may be.