EACH SUCH OFFEREE, AT THE OFFER PRICE, A PORTION OF THE AGGREGATE REMAINING
SHARES NOT GREATER THAN THE PROPORTION THAT THE NUMBER OF EQUITY SECURITIES
OWNED BY SUCH THE SECOND ROUND OFFEREE BEARS TO THE TOTAL NUMBER OF EQUITY
SECURITIES OWNED BY ALL OF THE SECOND ROUND OFFEREES.
EACH SECOND ROUND OFFEREE
SHALL NOTIFY THE TRANSFEROR, PRIOR TO THE EXPIRATION OF SUCH OFFER, SPECIFYING
THE NUMBER OF AGGREGATE REMAINING SHARES THAT SUCH OFFEREE AGREES TO PURCHASE.
(E)
IF THE OFFEREES IN THE AGGREGATE AGREE TO PURCHASE ANY OR ALL OF THE
SUBJECT SHARES PURSUANT TO THIS SECTION 4.3, THEY SHALL PAY IN CASH OR
IMMEDIATELY AVAILABLE FUNDS FOR AND THE TRANSFEROR SHALL DELIVER VALID TITLE TO,
FREE AND CLEAR OF ANY LIEN, SUCH SUBJECT SHARES, SUBJECT TO RECEIPT OF ANY
NECESSARY OR ADVISABLE THIRD PARTY APPROVALS OR ANY GOVERNMENTAL APPROVALS,
WITHIN FIFTEEN (15) DAYS FOLLOWING COMPLETION OF THE PROCEDURES SET FORTH IN
SUBSECTION (B) AND (D) HEREOF.
(F)
IF THE OFFERS MADE BY THE TRANSFEROR TO THE OFFEREES PURSUANT TO
SUBSECTIONS (B) AND (D) HEREOF EXPIRE WITHOUT AN AGREEMENT BY ONE OR MORE
OFFEREES TO PURCHASE ALL OF THE SUBJECT SHARES, THE TRANSFEROR SHALL HAVE SIXTY
(60) DAYS TO ENTER INTO A DEFINITIVE AGREEMENT WITH RESPECT TO SUCH TRANSFER AND
NINETY (90) DAYS TO EFFECT THE TRANSFER OF THE BALANCE OF THE SUBJECT SHARES TO
ANY THIRD PARTY OR PARTIES, FOR CASH, AT A PRICE NOT LESS THAN THE OFFER PRICE,
AND UPON TERMS NOT OTHERWISE MORE FAVORABLE TO THE TRANSFEREE OR TRANSFEREES
THAN THOSE SPECIFIED IN THE OFFER NOTICE, SUBJECT TO THE EXECUTION AND DELIVERY
BY SUCH THIRD PARTY OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO THE OTHER SHAREHOLDERS, PURSUANT TO WHICH SUCH THIRD
PARTY SHALL ASSUME ALL OF THE OBLIGATIONS OF A PARTY PURSUANT TO OR UNDER THIS
AGREEMENT.
IN THE EVENT SUCH TRANSFER IS NOT CONSUMMATED WITHIN SUCH NINETY
(90) DAY PERIOD, THE TRANSFEROR SHALL NOT BE PERMITTED TO SELL ITS EQUITY
SECURITIES PURSUANT TO THIS SECTION 4.3 WITHOUT AGAIN COMPLYING WITH EACH OF THE
REQUIREMENTS OF THIS SECTION 4.3; PROVIDED, THAT SUCH NINETY (90) DAY PERIOD
SHOULD BE EXTENDED AUTOMATICALLY AS NECESSARY (I) TO APPLY FOR AND OBTAIN ANY
GOVERNMENTAL APPROVALS THAT ARE REQUIRED TO CONSUMMATE SUCH TRANSFER, SO LONG AS
THE TRANSFEROR IS MAKING GOOD FAITH EFFORTS TO OBTAIN SUCH GOVERNMENTAL
APPROVALS AS SOON AS PRACTICABLE IN ACCORDANCE WITH APPLICABLE LAW AND (II)
IN
THE EVENT THAT SECTION 4.4, 4.5, 4.6 OR 4.7 APPLIES, TO COMPLETE THE PROCEDURE
AS PROVIDED THEREIN.
IF THERE IS SUCH EXTENSION, THE RELEVANT PERIOD WILL END
ON THE FIFTH BUSINESS DAY FOLLOWING THE RECEIPT OF SUCH GOVERNMENTAL APPROVALS.
(G)
THE PROVISIONS OF THIS SECTION 4.3 SHALL CONTINUE TO BE EFFECTIVE FOLLOWING
THE COMPLETION OF AN IPO; PROVIDED THAT, FOLLOWING THE COMPLETION OF THE IPO,
(I) THIS SECTION 4.3 SHALL NOT APPLY TO ANY SALE OF ANY EQUITY SECURITIES ON THE
PRIMARY SECURITIES EXCHANGE OR QUOTATION SYSTEM BY OR THROUGH WHICH SUCH EQUITY
SECURITIES ARE