Sale of the Corporation. A consolidation or merger of the Corporation with or into any other corporation or corporations (other than a consolidation or merger in which the Corporation is the continuing Corporation), or a sale, conveyance or disposition of all or substantially all of the assets of the Corporation or the effectuation by the Corporation of a transaction or series of related transactions in which more than fifty (50%) percent of the voting power of the Corporation is disposed of.
Sale of the Corporation. During the period commencing on the date ----------------------- hereof and ending on the seventh (7/th/) anniversary of the date hereof, (a) each holder of Purchaser Shares will consent to and raise no objections to an Approved Sale, (b)(i) if the Approved Sale is structured as a sale of stock, each holder of Purchaser Shares will agree to sell, and will sell, all of such holder's Series D Preferred Shares on the terms and conditions (including any escrow or indemnification provisions) of the Approved Sale; (ii) if the Approved Sale is structured as a merger or consolidation, each holder of Series D Preferred Shares will vote in favor thereof and will not exercise any dissenters' rights of appraisal such holder may have under law, including Delaware corporation law; and (iii) if the Approved Sale is structured as a sale of all or substantially all of the assets of the Corporation and a subsequent dissolution and liquidation of the Corporation, each holder of Purchaser Shares will vote in favor thereof and will vote in favor of the subsequent dissolution and liquidation of the Corporation, and (c) each holder of Purchaser Shares will take all necessary actions in connection with consummation of the Approved Sale as are reasonably requested by the Board; provided, however, that for all purposes of this Section 7, the obligations of the stockholders of the --------- Corporation with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each stockholder of the Corporation will receive the same form of consideration and the same portion of the aggregate consideration that such stockholders of the Corporation would have received if such aggregate consideration (whether in the form of cash, securities or otherwise) had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Corporation's Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) if any stockholders of the Corporation are given an option as to the form and amount of consideration to be received, each stockholder of such class of the Corporation will be given the same option; and (iii) each stockholder of then currently exercisable rights to acquire shares of a class of the Corporation will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as stockholders ...
Sale of the Corporation. If (i) a majority of the outstanding shares of capital stock of the Corporation entitled to vote are sold and/or transferred in a single transaction or a series of related transactions (except with respect to a public offering of the Corporation's shares of capital stock), (ii) all or substantially all of the assets of the Corporation are sold and/or transferred (other than to an affiliate of the Corporation) in a single transaction or a series of related transactions, or (iii) a merger or consolidation having either of the effects described in clauses (i) or (ii) above is effected, and Employee's employment is not continued by the purchaser or successor, Employee shall be entitled to receive (a) his/her Base Salary for one (1) year following the date of Employee's termination following the sale of the Corporation, and (b) any accrued and unpaid expense reimbursement as of the date of termination.
Sale of the Corporation. In any Sale of the Corporation, all holders of Common Stock shall have the right to receive consideration of the same form and of the same kind and amount, calculated on a per share basis, with respect to such Common Stock; provided, however, that the foregoing requirement shall not apply to (a) any customary equity rollover of any officers or employees of the Corporation or its Subsidiaries in connection with or relating to such Sale of the Corporation, (b) any securities of any Person issuable in connection with any Sale of the Corporation to the extent one or more stockholders of the Corporation is legally prohibited from receiving such securities, including if (i) any such stockholder is not an accredited investor or qualified institutional buyer under applicable securities laws or (ii) the securities of such other Person are not registered under the Exchange Act and could not be issued to any such stockholder without first being registered under the Exchange Act, provided that any consideration to be paid to any such stockholder in lieu of the issuance of such securities thereto shall consist of cash equal to the fair market value of the consideration issued to other holders of Common Stock, on a per share basis, as determined in good faith by a majority of the Eligible Directors, or (c) any amounts payable by or on behalf of the Corporation in connection with such Sale of the Corporation pursuant to a TRA. For the avoidance of doubt, the terms of this Section 2 of Article IX shall be deemed satisfied in the case of any Sale of the Corporation in which the holders of Common Stock have identical rights to elect to receive different forms or kinds of consideration in connection with such Sale of the Corporation.
Sale of the Corporation. Although not intended by either party, the sale of the Corporation during the term of employment is recognized as a possibility. In the event that the Corporation is sold to Capitol Bancorp Ltd., then, each of the options owing to the Employee shall be converted into options of Capitol Bancorp Ltd. applying the same ratio and to the same extent that stock of the Corporation is converted into stock of Capitol Bancorp. In the event that a sale is made to a third party, then, Employee shall receive an immediate bonus in a sum equal to two times his annual salary as stated in this Agreement.
Sale of the Corporation. If the Corporation has not consummated a Sale of the Corporation on or before the fourth anniversary of the date of this Agreement, then at any time after such date at the request of Castlerigg or Medley (so long as such Investor holds more than twenty five percent (25%) of all then outstanding Investor Shares), the Corporation shall retain a nationally recognized investment bank (which shall be acceptable to the holders of a majority of all then outstanding Investor Shares) for the purpose of effecting a Sale of the Corporation. The Corporation shall cause each of its officers to participate actively in the sale process (including assisting with the preparation of an offering memorandum and being available to meet with representatives of prospective purchasers) as requested by such investment bank. The Corporation and the Investors shall expeditiously effect a Sale of the Corporation on terms satisfactory to the holders of sixty percent (60%) of Investor Shares; provided that if (i) Castlerigg caused the Corporation to retain the investment bank, Medley will have a right of first refusal to purchase Castlerigg’s Investor Shares on the same terms and conditions as offered in the proposed Sale of the Corporation and (ii) if Medley caused the Corporation to retain the investment bank, Castlerigg will have a right of first refusal to purchase Medley’s Investor Shares on the same terms and conditions as offered in the proposed Sale of the Corporation.
Sale of the Corporation. In the event that prior to December 15, 2005, the Purchaser sells or otherwise disposes of a majority of the outstanding voting shares of the Corporation or all or substantially
Sale of the Corporation. At the election of the holders of a majority of the Series A Stock, the merger or consolidation of the Corporation into or with another Corporation, or the effectuation of a statutory exchange of shares, or the sale, lease or transfer of all or substantially all of the assets of the Corporation (a "Sale of the Corporation"), where, in any such case, the valuation of the Corporation in connection with such transaction is less than $520 million (a "Liquidating Sale"), shall be regarded as a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 1 and shall not be subject to the provisions of Section 4(h); provided, however, that the merger or consolidation of the Corporation into or with another Corporation, or the effectuation of a statutory exchange of shares, in which the shareholders of the Corporation immediately prior to such transaction hold a majority of the outstanding voting power of the surviving or acquiring entity (or a parent Corporation thereof) immediately after such transaction by virtue of their ownership of the Corporation's equity securities shall not be regarded as a liquidation, dissolution or winding-up of the Corporation within the meaning of this Section 1. In the case of a Liquidating Sale, the valuation of the Corporation, and the amount of any liquidation preference to which the holders of Senior Stock, Series A Stock and Parity Stock shall be entitled, shall be computed in the same manner as if the Corporation's available assets (valued at the value being given for the Corporation's shares or assets in such transactions) were actually being distributed to all shareholders in connection with such transaction.
Sale of the Corporation. In the event of any Sale of the ------------------------ Corporation, Employee shall be obligated to exercise the Option and sell the shares of common stock in connection with the Sale of the Corporation, except that in lieu of exercising the Option, Employee shall be entitled to surrender the Option back to the Corporation.
Sale of the Corporation. 6.1 In the event of a Sale of the Corporation (as defined below) after payment shall be made to the holders of Series A Convertible Preferred Stock and any other class of capital stock of the Corporation ranking senior to the Series D Preferred Stock upon a Sale of the Corporation, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of the shares of Series D Preferred Stock, Series E Preferred Stock and Common Stock pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the terms of the Certificate of Incorporation immediately prior to such Sale of the Corporation disregarding for these purposes the limitations on conversion due to beneficial ownership set forth in Subsection 4.1.1.
