(b) exercise notice. if bbb desires to exercise its participation rights, bbb shall provide ccc(sb), within thirty days after bbb's receipt of the notice, a written notice of such election ('exercise notice') specifying the number of shares of common stock that bbb elects to sell pursuant to the participation rights. each exercise notice shall be irrevocable, unless otherwise consented to by ccc(sb).
(c) delivery of certificates. bbb shall effect its participation in the sale by delivering to the company promptly following exercise of its participation right, for delivery to the purchaser of the shares at the closing of the transaction contemplated by the purchase offer, one or more certificates, properly endorsed for transfer, representing the number of shares of common stock which bbb has elected to sell pursuant to the participation rights.
(d) transfer of shares. the stock certificate or certificates which bbb delivers to the company pursuant to section 1.2(c) shall be delivered by the company to the purchaser under the purchase offer at the closing of the transaction contemplated by the purchase offer; and the company shall receive on behalf of, and promptly remit to bbb, that portion of the sale proceeds which bbb is entitled to receive by reason of its participation in the sale.
(e) closing. whether or not bbb exercises its participation rights, the closing of the sale of the shares subject to the purchase offer shall take place not later than one hundred twenty (120) days following the date the notice was first delivered to bbb. at the closing, ccc(sb) may sell any shares subject to the purchase offer as to which bbb has not exercised its participation rights; and, if bbb has exercised its participation rights, the consummation of such sale shall be subject to the sale by bbb at the closing of all shares of common stock which bbb has elected to sell pursuant to the participation rights. any proposed sale on terms and conditions materially different from those described in the notice, as well as any subsequent proposed sale by ccc(sb), will again require compliance by ccc(sb) with the provisions of this agreement.
1.3 termination. this agreement and the participation rights granted hereunder shall terminate upon the first to occur of the following: (a) the tenth anniversary of the date of this agreement;
(b) the execution of a written agreement to terminate this agreement by ccc(sb) and bbb;
(c) the consummation of the first sale of securities of the company to the public pursuant to an effective registration statement filed by the company under the securities act of 1933, as amended;