Common use of Company Sale Clause in Contracts

Company Sale. No Company Sale shall be consummated unless, prior to any distribution or payment being made to holders of any Junior Securities, each holder of Preference Shares shall be entitled to receive an amount per Preference Share equal to the greater of (i) the sum of (x) the Accreted Value of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since the last Dividend Payment Date through the date of such Company Sale or (ii) the aggregate amount of consideration payable in such Company Sale with respect to the number of Ordinary Shares into which such Preference Share is convertible immediately prior to such Company Sale (assuming the conversion of all such Preference Shares in accordance with clause 13) (the greater of subclause (i) or subclause (ii), the “Sale Payment”). The Sale Payment shall be paid in the same form of consideration and proportion (i.e., in cash and/or other consideration) paid in such Company Sale on the closing date of such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient to pay in full the aggregate Sale Payment payable on the Preference Shares, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective amounts which would be payable on the Preference Shares if all amounts payable thereon were paid in full.

Company Sale. No If the Majority Convertible Preferred Stockholders elect to exercise their rights to require a Company Sale shall be consummated unless, prior to any distribution or payment being made to holders of any Junior Securities, each holder of Preference Shares shall be entitled to receive an amount per Preference Share equal pursuant to the greater Certificate of Designations, the Securityholders shall consent to and raise no objections to the proposed Company Sale, and the Securityholders, the Company and Holdings shall take all other actions necessary or desirable to cause the consummation of such Company Sale, provided that (i) the sum of (x) the Accreted Value of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since the last Dividend Payment Date through the date of such Company Sale or (ii) the aggregate amount of consideration payable in such transaction (whether structured as a sale at the level of the Company Sale or Holdings), after payment of fees and expenses (allocated in accordance with Section 4.1(c), shall reflect the relative equity value of the Holdings Securities (taking into account, for the avoidance of doubt, the “Stated Value,” as defined in the Certificate of Designations) and (ii) with respect to any amount payable based upon the number of Ordinary Shares into which such Preference Share is convertible allocation in clause (i), the economic distribution among Company Securityholders described in Section 4.1 and this Agreement shall control in distributing proceeds to the Company Securityholders. Without limiting the foregoing, but subject to the proviso in the immediately prior to such Company Sale (assuming the conversion of all such Preference Shares in accordance with clause 13) (the greater of subclause preceding sentence, (i) if the proposed Company Sale is structured as a sale of assets or subclause a merger or consolidation, or otherwise requires equityholder approval pursuant to the LLC Agreement or the organizational documents of Holdings, the Company Securityholders, the Company and if applicable, Holdings Securityholders, shall vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith and (ii)) if the proposed Company Sale is structured as or involves a sale or redemption of Company Securities or Holdings Securities, the “Sale Payment”). The Sale Payment Company Securityholders or Holdings Securityholders shall be paid in sell their pro-rata share of the same form of consideration and proportion (i.e.Company Securities or Holdings Securities, in cash and/or other consideration) paid as applicable, being sold in such Company Sale on the closing date terms and conditions approved by the Majority Preferred Stockholders, and the applicable Securityholders shall (subject to the limitation in clause (v) of Section 4.1(b)) execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by the Majority Preferred Stockholders in connection with such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient to pay in full the aggregate Sale Payment payable on the Preference Shares, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective amounts which would be payable on the Preference Shares if all amounts payable thereon were paid in full.

Company Sale. No If the Purchasers elect not to purchase all of the ABS Interest, or fail to make an affirmative election prior to the Acceptance Date, the Company Sale shall thereafter be free to sell the ABS Interest described in the LOI to any other Person so long as (a) the purchase price is equal to or greater than the purchase price set forth in the LOI, (b) the terms of the sale are not materially more favorable to the purchaser thereof than the terms set forth in the LOI, (c) the purchase occurs within 180 days after the delivery of the applicable the LOI and (d) the Company receives a fairness opinion from a recognized investment banker or similar entity with respect thereto if the Board of Directors of the Company so determines; provided, that, the 180-period described in clause (c) above may be extended by 90 days in the event that a filing or filings are required with a Governmental Authority in order to effectuate the purchase and the Purchasers are reasonably satisfied that the parties intend to make any such filing(s) and consummate the purchase following the effectiveness of such filing(s). If the Company wishes to sell the ABS Interest after the Purchasers elect not to purchase the ABS Interest or fail to make an affirmative election prior to the Acceptance Date and the conditions set forth in clauses (a), (b) and (c) are not met or if the Company proposes to sell additional material assets of Advanced Biosystems, Inc. in a bona fide transaction in connection with the sale of the ABS Interest, the Company shall be consummated unlessobligated to offer the Purchasers the right to acquire the ABS Interest or such additional assets in the manner set forth above. The Purchasers and the Collateral Agent hereby agree that in the event of a sale of the ABS Interest or any additional material assets of Advanced Biosystems, prior Inc. pursuant to this Section 12, the Purchasers and the Collateral Agent shall release Advanced Biosystems, Inc. from its obligations pursuant to its Subsidiary Guaranty, terminate the security interests in its assets granted pursuant to the Subsidiary Security Agreement and execute and deliver any further instruments or documents (including, without limitation, termination statements with respect to any distribution or payment being made to holders of any Junior Securities, each holder of Preference Shares shall be entitled to receive an amount per Preference Share equal to the greater of (i) the sum of (x) the Accreted Value of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since the last Dividend Payment Date through the date of such Company Sale or (ii) the aggregate amount of consideration payable in such Company Sale previously filed UCC-1 financing statements with respect to the number assets of Ordinary Shares into which such Preference Share is convertible immediately prior Advanced Biosystems, Inc.) and to such Company Sale (assuming the conversion of take all such Preference Shares in accordance with clause 13) (the greater of subclause (i) or subclause (ii), the “Sale Payment”). The Sale Payment shall be paid in the same form of consideration and proportion (i.e., in cash and/or other consideration) paid in such Company Sale on the closing date of such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (further action as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient Advanced Biosystems, Inc. may reasonably request in order to pay in full the aggregate Sale Payment payable on the Preference Shares, then evidence or effectuate or otherwise carry out such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective amounts which would be payable on the Preference Shares if all amounts payable thereon were paid in fullrelease and termination.