Common use of Cooperation and Consent Clause in Contracts

Cooperation and Consent. In furtherance of, and not in limitation of the foregoing, in connection with any such Approved Sale, and provided that the terms and conditions of the Approved Sale applicable to the Non-Selling Stockholders are the same as for the Selling Stockholder (with appropriate adjustments for differences in conversion rates, liquidation preferences and other rights as may be applicable), each Non-Selling Stockholder will (i) consent to and raise no objections against such Approved Sale or the process pursuant to which it was arranged, (ii) waive any dissenters’ rights and other similar rights, (iii) execute and deliver all instruments and documents as reasonably directed by the Selling Stockholder and (iv) otherwise take all necessary action, including, without limitation, entering into any agreement reflecting the terms of such Approved Sale, surrendering stock certificates, giving any customary and reasonable representations and warranties given by the Selling Stockholder and executing and delivering any certificates or other documents, reasonably requested by the Selling Stockholder and its counsel, to cause the Stockholders to consummate such Approved Sale; provided, however, that no Stockholder shall be obligated in connection with such Approved Sale to indemnify the prospective transferee in an amount in excess of the net proceeds paid to such Stockholder in connection with such Approved Sale (other than as a result of a breach of the representation with respect to its ownership of, and authority to transfer, such Shares free and clear of all Liens, as to which no such limitation will apply). All Stockholders will bear their pro rata share (based on their respective stock ownership in the Company and determined as of the closing of any Approved Sale) of the costs and expenses incurred in connection with any Approved Sale. Costs incurred by any Stockholder on its own behalf will not be shared by other Stockholders.