Common use of Sale of the Company Clause in Contracts

Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. If (ai) Provided that a Dragthe Board (by Super-Along Notice has not been delivered Majority Approval) and the procedures in Section 9.09 are not then currently in effectholders of a Majority of the Shares of Series A, notwithstanding anything to B and E Preferred Stock and a Majority of the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause Series C and D Preferred Stock approve a Sale of the Company at of the type described in clauses (i) or (iii) of the definition thereof, or (ii) if the holders of a Majority of the Shares of the Series A, B and E Preferred Stock and a Majority of the Series C and D Preferred Stock approve of a Sale of the Company of the type described in clause (ii) of the definition thereof, in each case to a third party which is not an Affiliate of any timesuch Person or the Company, the Company shall deliver a notice to each Securityholder containing the material terms thereof (a "Sale Notice"). The Board Each Securityholder agrees to vote, if such a vote is required under applicable law, all of Directors its Shares in favor of such a Sale of the Company, and to sell all of its Shares, Warrants and Options on the terms contained in the Sale Notice. Each Securityholder and the Company agrees to cooperate in any such Sale of the Company (including, without limitation, by not exercising any appraisal rights that may be available under applicable law) and agrees to execute and deliver all documents and instruments as is required in the Sale Notice and which the holders of a Majority of the Shares of Series A, B and E Preferred Stock or a Majority of the Series C and D Preferred Stock request to effect such Sale of the Company; provided, however, that the Sale Notice (i) shall direct not require any Securityholder to provide any representations or warranties in connection with the Sale of the Company pursuant to this Section 4.8, except representations as to the authority to transfer such Shares, Warrants or Options and control all decisions the absence of any Encumbrances (other than under this Agreement) on the title of such Shares, Warrants and Options, and (ii) shall require that each Securityholder receive the same percentage of each type of consideration delivered in connection with the Sale of the Company. Upon such Sale of the Company, each Securityholder shall receive its Pro Rata Share of the consideration paid by the purchaser or received from the sale of securities. In no event shall any Securityholder receive special consideration (including, without limitation, financial advisory, finders, consulting or other similar fees) in connection with a Sale of the Company (including the hiring or termination contemplated by this Section 4.8, unless such consideration is shared among all Securityholders based on their Pro Rata Shares; provided, however, this sentence shall not apply with respect to an arms-length negotiated engagement of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company Shattan to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured act as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights 's financial advisor with respect to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. i. At any time after April 4, 2000, and before the consummation of a Purchaser Approved Offering, if a bona fide offer is made by any person (other than Purchaser, or any person or entity related to or affiliated with Purchaser), to purchase all or substantially all of the assets or shares of stock of the Company, and Funding gives the Company written notice that it desires such offer to be accepted, the Company and its shareholders shall either accept the offer and consummate the sale on the terms and conditions of the offer (in which case, if the transaction is a stock sale or merger, Purchaser also shall sell all of its equity interests in the Company on those terms and conditions), or the Company shall acquire all the equity interests owned by Purchaser and Funding in the Company on the same terms and conditions as the offer; provided, however, that if such offer is made prior to April 4, 2002, the Company shall have no such obligation unless the total consideration of such offer is at least $50,000,000. If at any time Funding approves the sale of substantially all of the assets or shares of stock of the Company, then Purchaser shall vote its shares in favor of the transaction so approved and, if the transaction is a stock sale or merger, shall sell all of its equity interests in the Company on the terms and conditions so approved. In determining the total consideration for purposes of the foregoing, any deferred payment shall be discounted to present value at a discount rate of eight percent (8%) per annum. If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the "Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) Provided that a Drageither (i) the Non-Along Notice has not been delivered and Cash Consideration specified or (ii) cash in the procedures amount of the fair market value of the total consideration set forth in Section 9.09 are not then currently in effectthe offer, notwithstanding anything to multiplied by (b) the contrary in this Agreement, the Board percentage of Directors may (subject to Section 5.11) elect to cause a Sale all outstanding equity interests of the Company at any timethat then is owned by Purchaser. The Board Such fair market value shall be determined pursuant to the terms of Directors shall direct the Stock Purchase Agreements dated April 4, 1997, March 31, 1998 and control all decisions in connection with a Sale the date hereof by and among the Company, Funding and the other stockholders of the Company (including the hiring or termination "Funding Purchase Agreements"). If the offer contemplates an asset sale, the Company may acquire Purchaser's equity interests for cash equal to the product of any investment bank or professional adviser and making all decisions regarding valuation and (a) the after-tax value to the Company of the consideration and set forth in the offer multiplied by (b) the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale all outstanding equity interests of the Company or the sale process associated therewiththat is then owned by Purchaser. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights decides to acquire Shares of any class or series) that it holds. Each Member Purchaser's and Funding's equity interests, the Company shall take all reasonable acquire Purchaser's and necessary actions in connection with Funding's equity interests for cash within ninety (90) days from the consummation date of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d)Funding's written notice.

Sale of the Company. If (ai) Provided that a Dragthe Board (by Super-Along Notice has not been delivered Majority Approval) ------------------- and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to holders of a Majority of the contrary in this Agreement, Shares of Series A and Series B Preferred Stock and a Majority of the Board of Directors may (subject to Section 5.11) elect to cause Series C Preferred Stock approve a Sale of the Company at of the type described in clauses (i) or (iii) of the definition thereof, or (ii) if the holders of a Majority of the Shares of the Series A and Series B Preferred Stock and a Majority of the Series C Preferred Stock approve of a Sale of the Company of the type described in clause (ii) of the definition thereof, in each case to a third party which is not an affiliate of any timesuch Person or the Company, the Company shall deliver a notice to each Securityholder containing the material terms thereof (a "Sale Notice"). The Board Each Securityholder ------------ agrees to vote, if such a vote is required under applicable law, all of Directors its Shares in favor of such a Sale of the Company, and to sell all of its Shares, Warrants and Options on the terms contained in the Sale Notice. Each Securityholder and the Company agrees to cooperate in any such Sale of the Company (including, without limitation, by not exercising any appraisal rights that may be available under applicable law) and agrees to execute and deliver all documents and instruments as is required in the Sale Notice and which the holders of a Majority of the Shares of Series A and Series B Preferred Stock or a Majority of the Series C Preferred Stock request to effect such Sale of the Company; provided, however, that the Sale Notice (i) shall direct not require any -------- ------- Securityholder to provide any representations or warranties in connection with the Sale of the Company pursuant to this Section 4.8, except representations as to the authority to transfer such Shares, Warrants or Options and control all decisions the absence of any Encumbrances (other than under this Agreement) on the title of such Shares, Warrants and Options, and (ii) shall require that each Securityholder receive the same percentage of each type of consideration delivered in connection with the Sale of the Company. Upon such Sale of the Company, each Securityholder shall receive its Pro Rata Share of the consideration paid by the purchaser or received from the sale of securities. In no event shall any Securityholder receive special consideration (including, without limitation, financial advisory, finders, consulting or other similar fees) in connection with a Sale of the Company (including the hiring or termination contemplated by this Section 4.8, unless such consideration is shared among all Securityholders based on their Pro Rata Shares; provided, however, this sentence shall not apply with respect to an arms-length negotiated engagement of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company Shattan to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured act as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights 's financial advisor with respect to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and If the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale holders of the Company at any time. The Board of Directors shall direct and control all decisions in connection with Required Interest approve a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage an "Approved Sale"), each Unitholder, after receipt of the Equity Securities in notice contemplated hereby, shall (to the Company to be soldextent applicable) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to raise no objections against such Sale of the Company or the sale process associated therewithApproved Sale. If such the Approved Sale of the Company is structured as a sale of assets, (i) merger or consolidation, then each Member shall, Unitholder shall (to the extent applicable to such transaction, vote for or consent to, and applicable) waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with, with such sale, merger or consolidation. If such Sale , or (ii) sale of the Company is structured as a Transfer of Sharesequity securities, and the Sale of the Company involves less than each Unitholder shall agree to sell all of the Shares in the Companyhis, then each Member shall Transfer the same percentage of each class her or series of Shares (its Units or rights to acquire Shares Units on the terms and conditions approved by the holders of the Required Interest, subject to the definition of Transfer Actions. The consideration to be received by each Unitholder shall be the same form and amount of consideration per Unit to be received by the holders of the Required Interest. If any Unitholder (including a Unitholder that is part of the Required Interest) other than a Management Unitholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Unitholders. To exercise the rights set forth herein, the holders of the Required Interest must deliver a written notice to the Board no later than 20 days prior to the consummation of such Approved Sale. Such notice shall specify in reasonable detail the identity of the prospective purchaser, the proposed closing date (if known), the proposed purchase price and, to the extent available, be accompanied by a copy of any class or series) that it holdsagreement to be executed in connection therewith. Each Member Unitholder shall take, and Xxxxxxxx shall cause the Company shall take Xxxxxxxx Stockholders to take, all reasonable and necessary actions Transfer Actions in furtherance of or in connection with the consummation of such the Approved Sale of the Company as may be requested by the Board of Directors, including (i) in the case holders of the Company only, engaging one Required Interest or more investment banks and legal counsel selected by the Board including entering into agreements to effectuate the provisions of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (iiSection 8.4(d) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d)hereof.

Sale of the Company. (a) Provided Each Stockholder hereby agrees that a Drag-Along Notice has not been delivered and if at any time the procedures in Board and, if required pursuant to Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement11(b)(i), the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with New Investor Majority, approves a Sale of the Company (including an “Approved Sale”), each Stockholder will vote for (to the hiring or termination of any investment bank or professional adviser extent permitted to vote for) and making all decisions regarding valuation shall be deemed to have consented to and consideration agree to raise no objections against (and confirm such consent in writing) such Approved Sale and the percentage of process by which such transaction was arranged, so long as such Approved Sale complies with this Section 5. Without limiting the Equity Securities in foregoing, if the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Approved Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured (i) as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and Stockholder will waive any dissenter’s dissenters rights, appraisal rights or similar rights in connection with, conjunction with such sale, merger or consolidation, (ii) as a sale of Shares, each Stockholder will agree to sell and surrender its Shares (or portion thereof) on the terms and conditions approved by the Board, or (iii) as a sale of assets, each Stockholder will vote in favor of (to the extent permitted to vote for) such transaction and any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the Certificate of Incorporation. If such Sale Subject to Section 5(c) below, the Company and each Stockholder will take all actions reasonably requested by the Board to effectuate the consummation of an Approved Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Board; provided, that in no event shall Idea Men, LLC or any individual equityholder thereof or any other Stockholder serving as a senior executive of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions at such time be required in connection with an Approved Sale to execute any agreement, document or instrument having terms to which the other Stockholders are not also bound other than (x) an “at-will” employment agreement for the benefit of the acquirer (provided, that such employment agreement shall not include any requirement of the employee to (i) forfeit consideration or otherwise pay a penalty upon termination of employment, (ii) relocate such employee’s primary place of work by more than thirty (30) miles, (iii) accept a material reduction in employee’s salary or benefits, or (iv) accept a material reduction in employee’s responsibilities) or (y) a non-competition, non-solicitation or similar agreement in favor of the acquirer containing restrictive covenants on terms and conditions that are reasonable and customary for Persons serving in the capacities such Persons are serving as of the consummation of such Approved Sale in comparable transactions. For the avoidance of doubt, subject to Section 5(c) below, the obligations of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors Stockholders pursuant to establish procedures acceptable to the Board of Directors to effect and to otherwise assist this Section 5 in connection with a an Approved Sale shall apply irrespective of the Companyamount of consideration, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may if any, to be necessary paid to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process Stockholders in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject their Shares pursuant to the limitations set forth in Section 9.08(d)Approved Sale.

Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel 57 selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and If the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may Managers (subject to Section 5.11with Required Approval) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with approve a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the “Approved Company to be sold) and, subject to Section 9.08(b) and Section 9.08(dSale”), and without prejudice to Section 5.11, each Member shall vote for, the Unitholders will consent to and not object to such Sale of raise no objections against the Approved Company or the sale process associated therewithSale. If such the Approved Company Sale of the Company is structured as a sale of assets, (i) merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and Unitholder shall waive any dissenter’s dissenters rights, appraisal rights or similar rights in connection with, with such sale, merger or consolidation. If such Sale consolidation or (ii) sale of Units, each holder of Units shall agree to sell all or, if the structure of the Company is structured as transaction requires otherwise (i.e., a Transfer of Sharesleveraged recapitalization), and the Sale of the Company involves less than substantially all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or his Units and rights to acquire Shares of any class or series) that it holdsUnits on the terms and conditions approved by the Managers (with Required Approval). Each Member and the Company Unitholder shall take all reasonable and necessary or desirable actions (other than, except as provided in clause (e) below, incurring any liability) in connection with the consummation of such the Approved Company Sale of the Company as may be requested by the Board Company. At least thirty (30) days prior to the proposed closing date of Directorsany Approved Company Sale, including the Managers shall use commercially reasonable best efforts to give to each Unitholder written notice of the material terms of the proposed Approved Company Sale (iwhich material terms may be set forth in a draft of the purchase and sale agreement with respect to such Approved Company Sale) and statement that the Managers, the members of the Xxxxxxx Group and the members of the Argosy Group are intending to participate in the case Approved Company Sale and intend to exercise their rights under this Section 9.3. An executed version of a purchase and sale agreement shall be delivered to each Unitholder within a commercially reasonable time period after execution of such agreement and an Approved Company Sale shall be consummated within 150 days after the execution of a purchase and sale agreement therefor. Upon request, the Managers shall provide any Unitholder with a calculation of the anticipated consideration to be paid to such Unitholder in such Approved Company onlySale. Notwithstanding the foregoing, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale and as part of any Approved Company Sale, the Company shall use commercially reasonable efforts to Transfer all of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale outstanding shares of capital stock of CNIC in lieu of the Units of Company owned by CNIC for the same aggregate consideration that CNIC would have received had it transferred all of its Units in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything Subject to the contrary in terms of this AgreementSection 6, if the Board of Directors may Institutional Investors (subject so long as the Institutional Investors collectively continue to Section 5.11) elect to cause a Sale hold at least 51% of the Company at any time. The Board of Directors shall direct and control all decisions in connection with outstanding Class A Common Units) (the "Approving Holders") approve a Sale of the Company (including and, in the hiring or termination case of any investment bank sale or professional adviser and making all decisions regarding valuation and consideration and other company transaction which requires the percentage approval of the Equity Securities in managers of a Delaware manager-managed limited liability company pursuant to applicable Delaware law, the Company to be soldBoard shall have approved such Sale of the Company) and, subject to Section 9.08(b) and Section 9.08(d(the "Approved Sale"), and without prejudice the Institutional Investors invoke the provisions of this Section 6 by written notice to Section 5.11the holders of Executive Units, each Member the holders of Executive Units shall vote forfor (to the extent permitted to vote thereon), consent to and not object to raise no objections against such Sale of the Company or the sale process associated therewithby which such transaction was arranged. If such the Sale of the Company is structured as a sale of assets, (i) merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for holder of Executive Units or consent to, and other equity securities or interests shall waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with, with such sale, merger or consolidation. If such Sale consolidation or (ii) sale of the Company is structured as a Transfer Units or other equity securities or interests, each holder of Shares, Executive Units or other equity securities or interests shall sell and the Sale of the Company involves less than surrender all of the Shares in the Company, then each Member shall Transfer the same percentage of each class such holder's Executive Units or series of Shares (other equity securities or interests and rights to acquire Shares of any class Executive Units or series) that it holdsother equity securities or interests on the terms and conditions approved by the Approving Holders and the Board (to the extent such approval is required by applicable Delaware law). Each Member and the Company holder of Executive Units or other equity securities or interests shall take all reasonable and necessary or desirable actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, including without limitation, executing a sale contract pursuant to which each holder of Company Units will: (iiii) severally (but not jointly), on a pro rata basis as determined in accordance with Section 6(d) below, give the case same indemnities as the Approving Holders for representations and warranties regarding the Company and its assets, liabilities and business and for covenants of the Company only(collectively, facilitating the due diligence process "Company Indemnities") and (ii) solely on behalf of such holder, make such representations, warranties, covenants and give such indemnities concerning such holder and the Company Units or other equity securities or interests (if any) to be sold by such holder (collectively, the "Unitholder Obligations") as may be also applicable to all other parties holders of Company Units and the Company Units to be sold by such other parties set forth in respect any agreement approved by the Investors and the Board (to the extent required by applicable Delaware law); provided that: (A) the pro rata share of a holder of Company Units for any amounts payable in connection with any claim under the Company Indemnities by the purchaser(s) in such Sale of the Company transaction (any such amount payable, an "Indemnity Loss") shall be determined in accordance with Section 6(d) below, and (B) if any holder of Company Units pays for more than such holder's pro rata share (as determined in accordance with Section 6(d) below) of an Indemnity Loss (such amount, the "Loss Overpayment"), then each other holder of Company Units shall simultaneously contribute to such holder an amount equal to such other holder's allocable share (based upon such holder's pro rata share, as determined in accordance with Section 6(d) below, of the Indemnity Loss) of such Loss Overpayment. Notwithstanding anything to the contrary contained herein, no holder of Company Units shall be required to agree to be liable for Indemnity Losses in an amount in the aggregate greater than the total consideration received by such holder in connection with such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided that At any time following the fourth anniversary of the consummation of the Merger, if a Drag-Along Notice Qualified IPO has not been delivered and consummated prior thereto, each of the procedures in Section 9.09 are not then currently in effect, notwithstanding anything GSCP Parties (or a GSCP Governance Rights Assignee) or the Providence Parties (or a Providence Governance Rights Assignee) (such Shareholder(s) being referred to the contrary in this Agreement, Section 9 as the Board of Directors “Selling Shareholder(s)”) may (subject to Section 5.11) elect to cause require that all outstanding shares of Stock (including for this purpose Common Stock Equivalents but which, at the election of the Selling Shareholders, may exclude Unvested Stock) be Sold to any Person or Group selected in accordance with Section 9(d) (such Person or Group, a “Company Buyer”) (so long as no Company Buyer, including any member of a Company Buyer that is a Group, is an Affiliate of such Selling Shareholder) by means of a Sale of Stock, merger, consolidation or other transaction determined in accordance with Section 9(d) (any such transactions, an “Exit Sale”). In connection with any Exit Sale, all Other Shareholders shall be obligated to Sell to the Company Buyer all, but not less than all, of their Stock (including for this purpose Common Stock Equivalents; provided that, the Selling Shareholders shall have the right to elect that the shares of Stock Sold by an Other Shareholder not include any Unvested Stock), at the same consideration per share to be paid to, and upon the same terms and conditions as, the Selling Shareholder(s) (provided, that the purchase price to be paid in such Exit Sale for any time. The Board Common Stock Equivalent shall equal the purchase price per share of Directors shall direct and control all decisions Common Stock to be paid in connection with a such Exit Sale less the amount per share of the Company exercise or purchase price (including the hiring or termination if any) of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be soldsuch Common Stock Equivalent) and, subject if applicable, to Section 9.08(bvote (or consent in writing, as the case may be) all Voting Shares held by them in favor of any Exit Sale being effected by merger or consolidation and Section 9.08(d)the Other Shareholders and the Company shall in all other respects support the transaction contemplated by the Exit Sale and shall be obligated to cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, and without prejudice to Section 5.11including a sale, each Member shall vote forpurchase or merger agreement, consent to and not object to such Sale of reasonably requested by the Company or the sale process associated therewith. If such Sale Selling Shareholder(s) containing the terms and conditions of the Company is structured as a sale of assetsExit Sale; provided, merger however, that no Shareholder shall be required to make any representations or consolidation, then each Member shall, warranties in any agreement relating to the extent applicable an Exit Sale other than representations and warranties relating to such transactionShareholder and the ownership of its Stock that are customary in similar transactions including, vote for without limitation, representations and warranties relating to title, authorization and execution and delivery, nor shall any Shareholder be required to provide indemnification with respect to any representations or consent to, and waive warranties made by any dissenter’s rights, appraisal rights other Shareholder or similar rights in connection with, such sale, merger or consolidation. If such Sale an amount exceeding the amount of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares proceeds received by such Shareholder in the CompanyExit Sale. In addition, then each Member no Shareholders shall Transfer the same percentage exercise any rights of each class appraisal or series of Shares dissenters rights that such Shareholder may have (whether under applicable law or rights to otherwise) or could potentially have or acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such any Exit Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be any proposal that is necessary or desirable to consummate the Exit Sale. Notwithstanding the foregoing, neither the GSCP Parties nor a GSCP Governance Rights Assignee shall have the right to require an Exit Sale under this Section 9 at any time at which such party and its Affiliates do not hold, in the aggregate, a number of shares of Common Stock equal to or greater than 50% of the Company number of shares of Common Stock held by the GSCP Parties immediately following the Merger, and neither the Providence Parties nor a Providence Governance Rights Assignee shall have the right to require an Exit Sale under this Section 9 at any time at which such party and its Affiliates do not hold, in an expeditious and efficient manner and not taking any action the aggregate, a number of shares of Common Stock equal to or engaging in any activity designed to hinder, prevent or delay the consummation greater than 50% of the Sale number of the Company, (iii) in the case shares of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required Common Stock held by the proposed buyer’s financing sources and (v) Providence Parties immediately following the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d)Merger.

Sale of the Company. (a) Provided that Subject to the terms of this Section 12.2, if the Common Members holding a Drag-Along Notice has not been delivered majority of the Common Units (such majority referred to herein as the “Requisite Members”) and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with approve a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d“Approved Sale”), and without prejudice invoke the provisions of this Section 12.2 by written notice to Section 5.11the Members, each Member then the Members shall vote forfor (to the extent permitted to vote thereon), consent to and not object to raise no objections against such Approved Sale of the Company or the sale process associated therewithby which such transaction was arranged. If such the Approved Sale of the Company is structured as a sale of assets, (i) merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive hereby waives any dissenter’s dissenters’ rights, appraisal rights or similar rights rights, if applicable, in connection with, with such sale, merger or consolidation. If such Sale consolidation or (ii) sale of the Company is structured as a Transfer of SharesUnits or other equity securities or interests, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage sell and surrender all or any applicable portion of each class such Member’s Units or series of Shares (other equity securities or interests and rights to acquire Shares of any class Units or series) that it holds. Each Member other equity securities or interests on the terms and conditions approved by the Requisite Members and the Company Board. The Members shall take all reasonable and necessary or desirable actions in connection with the consummation of the Approved Sale, including, without limitation: (A) executing a termination of all or any portion of this Agreement; (B) executing a sale contract provided each Member will in any event only be obligated to (1) severally (but not jointly), on a pro rata basis (based on the total consideration received by such Sale Member in connection with such Approved Sale), give the same indemnities as the Requisite Members for representations and warranties regarding the Company and its assets, liabilities and business and for covenants of the Company (collectively, the “Company Indemnities”), and (2) solely on behalf of such Member make such representations and warranties and give such indemnities solely concerning such Member and the Units or other equity securities or interests (if any) to be sold by such Member as may be requested also applicable to all other Members and the Units to be sold by such other parties set forth in any agreement approved by the Board of Directors, including Requisite Members; (iC) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable subject to the Board foregoing clause (B), executing such joinders, indemnification support (on a several, but not joint basis), contribution or guarantee agreements, instruments of Directors to effect transfer and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance other documents or instruments as may be necessary to consummate such transaction applicable to all other Members and as requested by the Sale Requisite Members; (D) subject to the foregoing clause (B), entering into non-competition and non-solicitation covenants; and (E) entering into holdback and escrow obligations on a pro rata basis with respect to such transaction. To the extent that a Member fails to comply with any of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinderprovisions of this Section 12.2(a) (a “Breaching Member”), prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company onlyor its successor shall be entitled to withhold, facilitating in a designated escrow account, the due diligence process in respect of any proceeds to which such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary Breaching Member is entitled in connection with such Approved Sale transaction until the Sale date on which such Breaching Member shall have complied in full with the provisions of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject this Section 12.2(a). Notwithstanding anything to the limitations set forth contrary contained herein, no Member shall be required to agree to be liable for any amounts payable in Section 9.08(d)connection with such Approved Sale transaction in an amount in the aggregate greater than the total consideration received by such Member in connection with such Approved Sale.

Sale of the Company. (a) Provided that If the holder(s) of a Drag-Along Notice has not been delivered majority of the Shares then outstanding and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with approve a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(dan "Approved Sale"), and without prejudice to Section 5.11, each Member Holder shall vote for, consent to and not object to such raise no objections against the Approved Sale, and if the Approved Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assetsShares, merger each Holder shall, if requested by the holder(s) of a majority of the Shares then outstanding, sell (or otherwise Transfer) that percentage of his or her Executive Securities, on terms and conditions approved by the Board and the holder(s) of a majority of the Shares then outstanding, as shall equal the percentage of Shares owned by CHS that are to be included in such transaction. Each Holder shall take all actions reasonably necessary or reasonably desirable (as determined by the holder(s) of a majority of the Shares then outstanding) in connection with the consummation of the Approved Sale. Without limiting the foregoing, (i) if the Approved Sale is structured as a merger, consolidation, then each Member shall, to the extent applicable to such joint venture or similar transaction, each Holder shall vote for or consent to, in favor of such transaction and waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with, with such sale, merger or consolidation. If such , and (ii) if the Approved Sale of the Company is structured as a Transfer sale or exchange of Shares, and the Sale of the Company involves less than each Holder shall agree to sell or exchange all of the Shares in and Options held by such Holder on the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member terms and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested conditions approved by the Board and the holders of Directors, including (i) in the case a majority of the Shares then outstanding. The Company onlyshall use best efforts to notify Executive in writing not less than thirty (30) days prior to the proposed consummation of an Approved Sale (or, engaging one sale as described in Section 8(b) below); provided that such Executive agrees that he or more investment banks and she will not, directly or indirectly (without the prior written consent of the Company), disclose to any other Person (other than to such Executive's legal counsel selected in confidence, as otherwise necessary to protect such Executive's rights under this Agreement or as otherwise required by the Board of Directors law) any information related to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a such potential Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided that If the holders of a Drag-Along Notice has not been delivered majority of the Shares then outstanding (collectively, "Control Sellers" and each, individually, a "Control Seller") and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with approve a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(dan "Approved Sale"), and without prejudice to Section 5.11each Holder of Restricted Securities who is not a Control Seller (each, each Member a "Non-Control Seller") shall vote for, consent to and not object to such raise no objections against the Approved Sale, and if the Approved Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assetsSecurities, merger each Non-Control Seller shall, if requested by the Control Sellers, sell (or otherwise Transfer) his or its Restricted Securities (or any portion thereof if requested), on the terms and conditions approved by the Control Sellers. Each Non-Control Seller shall promptly take all actions deemed necessary or desirable (in the sole judgment of the Control Sellers) in connection with, and to facilitate the consummation of, the Approved Sale, including the execution of all agreements and instruments as requested by the Control Sellers. Without limiting the foregoing, (i) if the Approved Sale is structured as a merger, consolidation, then each Member shall, to the extent applicable to such joint venture or similar transaction, each Non-Control Seller shall vote for or consent to, in favor of such transaction and waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with, with such sale, merger or consolidation. If such , and (ii) if the Approved Sale of the Company is structured as a Transfer sale or exchange of Shares, each Non-Control Seller shall agree to sell or exchange the Shares held by such Non-Control Seller on the terms and conditions approved by the Sale Control Sellers. The Company shall use reasonable efforts to notify the Non-Control Sellers in writing not less than thirty (30) days prior to the proposed consummation of an Approved Sale; provided that such Non-Control Seller agrees not to directly or indirectly (without the prior written consent of the Company involves less Company), disclose to any other Person (other than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and Non-Control Seller's legal counsel selected in confidence, as otherwise necessary to protect such Non-Control Seller's rights under this Agreement or as otherwise required by the Board of Directors law) any information related to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a such potential Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided The Employee agrees that a Drag-Along Notice has not been delivered and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything if an offer is made to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale purchase 100% of the Company at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale shares of the Company, or to purchase all or substantially all of the assets of the Company, which offer is accepted by holders of more than 50 % of the then issued and outstanding voting shares of the Company, the Employee shall be entitled to exercise all Optioned Shares and shall sell the shares issuable upon exercise thereof pursuant to such offer or approve the asset sale and not exercise dissent rights in respect of such sale. The Employee's right to purchase any Optioned Shares, whether Vested Optioned Shares or any other Optioned Shares, shall terminate as at the time of closing, after which the Option will lapse. If, at the time of closing of any transaction requiring the sale of the Employee's Shares pursuant to this Section 3, the Employee fails to complete such sale of any shares of the Company then held by the Employee (ii) taking including without limitation shares issued upon exercise of the Option), the relevant purchaser shall have the right, without prejudice to any other right which it may have, upon payment of the required purchase price payable to the Employee at the time of such commercially reasonable actions closing to the credit of the Employee in the main branch of the Company's designated financial institution, to execute and providing deliver, on behalf of and in the name of the Employee, such commercially reasonable cooperation and assistance as transfers or other documents that may be necessary to consummate complete the Sale sale transaction and the Employee does hereby irrevocably constitute and appoint the purchaser as the true and lawful attorney of the Company Employee in an expeditious the name, place and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation stead of the Sale Employee, and hereby irrevocably authorizes the purchaser to do all acts and things and to take all steps and to execute and deliver all forms of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments transfer and other actions reasonably documents as are necessary in connection with the Sale of the Company, including order to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case complete such sale in accordance with and subject to the limitations set forth in Section 9.08(d)its terms.

Sale of the Company. (a) Provided that if the holder(s) of a Drag-Along Notice has not been delivered majority of the Shares then outstanding and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with approve a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(dan "Approved Sale"), and without prejudice to Section 5.11, each Member Holder shall vote for, consent to and not object to such raise no objections against the Approved Sale, and if the Approved Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assetsShares, merger each Holder shall, if requested by the holder(s) of a majority of the Shares then outstanding, sell (or otherwise Transfer) that percentage of his Executive Securities, on terms and conditions approved by the Board and the holder(s) of a majority of the Shares then outstanding, as shall equal the percentage of Shares owned by CHS that are to be included in such transaction. Each Holder shall take all actions reasonably necessary or reasonably desirable (as determined by the holder(s) of a majority of the Shares then outstanding) in connection with the consummation of the Approved Sale. Without limiting the foregoing, (i) if the Approved Sale is structured as a merger, consolidation, then each Member shall, to the extent applicable to such joint venture or similar transaction, each Holder shall vote for or consent to, in favor of such transaction and waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with, with such sale, merger or consolidation. If such , and (ii) if the Approved Sale of the Company is structured as a Transfer sale or exchange of Shares, and the Sale of the Company involves less than each Holder shall agree to sell or exchange all of the Shares in and Options held by such Holder on the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member terms and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested conditions approved by the Board and the holders of Directors, including (i) in the case a majority of the Shares then outstanding. The Company onlyshall use best efforts to notify Executive in writing not less than thirty (30) days prior to the proposed consummation of an Approved Sale (or, engaging one sale as described in Section 8(b) below); vie that such Executive agrees that he or more investment banks and she will not, directly or indirectly (without the prior written consent of the Company), disclose to any other Person (other than to such Executive's legal counsel selected in confidence, as otherwise necessary to protect such Executive's rights under this Agreement or as otherwise required by the Board of Directors law) any information related to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a such potential Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).

Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the 49 consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any financial or other information or audit required by the proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in each case in accordance with and subject to the limitations set forth in Section 9.08(d).