Common use of Required Sale Clause in Contracts

Required Sale. If at any time the Xxxx Investors decide to effect a sale of more than 50% of the Xxxx Investor Securities or a Sale of the Company (a “Required Sale”), the Xxxx Investors may deliver a written notice (a “Required Sale Notice”) with respect to such proposed Required Sale at least twenty (20) days prior to the anticipated closing date of such Required Sale to each holder of Other Investor Securities specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Required Sale, including copies of any definitive agreements. In connection with a Required Sale, the Xxxx Investors shall include in the Required Sale, and shall require that the transferee agree to acquire in such Required Sale, all Other Investor Securities and each holder of Other Investor Securities shall, upon receipt of a Required Sale Notice, (i) raise no objections against, such sale or the process pursuant to which such sale was arranged; (ii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; and (iii) vote for and consent to any such Required Sale. Each Other Investor shall, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities in connection with the Required Sale upon the same terms and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant to the terms of the Required Sale Notice. Each holder of Other Investor Securities shall take all actions reasonably necessary in connection with the consummation of the Required Sale as requested by the Xxxx Investors. If the Xxxx Investors do not deliver a Required Sale Notice under this Section 7, any Transfer will be subject to Section 6 (Tag Along Rights).

Required Sale. If at Each Bring-Along Stockholder hereby appoints the Selling Stockholder and any time the Xxxx Investors decide of its successors and assigns attorney-in-fact and grants it an irrevocable proxy, coupled with an interest, to effect a sale vote in respect of more than 50% of the Xxxx Investor Securities or a any Sale of the Company (a “Required Sale”)subject to this Section 3.4. The irrevocable proxy will be effective for all time and has no termination date. Each Bring-Along Stockholder hereby represents that any other proxies heretofore given in respect of its Shares are not irrevocable and are hereby revoked. Each Bring-Along Stockholder hereby approves, ratifies and confirms all actions that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The irrevocable proxy is executed and intended to be irrevocable in accordance with the Xxxx Investors may deliver a written notice (a “Required Sale Notice”provisions of Section 212(e) with respect to such proposed Required Sale at least twenty (20) days prior to the anticipated closing date of such Required Sale to each holder of Other Investor Securities specifying in reasonable detail the identity of the prospective transferee(s)Delaware General Corporate Law. Each Bring-Along Stockholder agrees that, upon the number and types giving of securities a Buyout Notice by the Selling Stockholder, it shall be obligated to be transferred, transfer all Shares held by it in exchange for the per-share purchase price and the other terms and conditions of the Required Sale, including copies Sale of the Company transaction (and hereby waives any definitive agreements. In connection with a Required Sale, the Xxxx Investors shall include in the Required Sale, and shall require that the transferee agree to acquire in such Required Sale, all Other Investor Securities and each holder of Other Investor Securities shall, upon receipt of a Required Sale Notice, (i) raise no objections against, such sale or the process pursuant to which such sale was arranged; (ii) waive any dissenter’s dissenters’ rights, appraisal rights or similar rights in connection with any merger or consolidation and agrees to take all necessary action to evidence such waiver and to cause the Company to consummate the proposed transaction, including executing such documents as may be reasonably required by the Selling Stockholder in connection with such sale); provided, that the Bring-Along Stockholders shall only be obligated as provided in this Section 3.4 if (i) the Selling Stockholder shall sell all of its Shares in, or vote all of its Shares in favor of, such sale is structured Sale of the Company transaction, (ii) each Bring-Along Stockholder shall receive the same per Share consideration as a merger the Principal Stockholder in the Sale of the Company transaction (in the case of any Common Stock Equivalent, as adjusted for any amounts payable upon exercise, conversion or consolidation; exchange), and (iii) vote for the consideration received by each Bring-Along Stockholder shall be in the form of cash, and consent (iv) no Bring-Along Stockholder shall be required to make any such Required Sale. Each Other Investor shallrepresentation, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities covenant or warranty in connection with the Required Sale of the Company other than with respect to its beneficial and record ownership of, and authority to sell, its Shares, free and clear of any liens, claims, options, charges, encumbrances and rights (other than those arising hereunder); provided, each such Bring-Along Stockholder shall participate, pro rata, based upon the same terms number of Shares being sold by the Selling Stockholder and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant each Bring-Along Stockholder, (A) in any indemnity liabilities to the terms purchaser in such transaction, and (B) in any escrow for the purpose of satisfying any such indemnity liabilities, and (v) each Bring-Along Stockholder is provided with a fairness opinion from an Independent Appraiser, stating that the Required Sale Notice. Each holder per Share consideration is fair from a financial point of Other Investor Securities shall take all actions reasonably necessary in connection with the consummation of the Required Sale as requested by the Xxxx Investors. If the Xxxx Investors do not deliver a Required Sale Notice under this Section 7, any Transfer will be subject to Section 6 (Tag Along Rights)view.

Required Sale. If at Each Bring-Along Stockholder hereby appoints the Selling Stockholder and any time the Xxxx Investors decide of its successors and assigns attorney-in-fact and grants it an irrevocable proxy, coupled with an interest, to effect a sale vote in respect of more than 50% of the Xxxx Investor Securities or a any Sale of the Company (a “Required Sale”)subject to this Section 3.4. The irrevocable proxy will be effective for all time and has no termination date. Each Bring-Along Stockholder hereby represents that any other proxies heretofore given in respect of its Shares are not irrevocable and are hereby revoked. Each Bring-Along Stockholder hereby approves, ratifies and confirms all actions that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The irrevocable proxy is executed and intended to be irrevocable in accordance with the Xxxx Investors may deliver a written notice (a “Required Sale Notice”provisions of Section 212(e) with respect to such proposed Required Sale at least twenty (20) days prior to the anticipated closing date of such Required Sale to each holder of Other Investor Securities specifying in reasonable detail the identity of the prospective transferee(s)Delaware General Corporate Law. Each Bring-Along Stockholder agrees that, upon the number and types giving of securities a Buyout Notice by the Selling Stockholder, it shall be obligated to be transferred, transfer all Shares held by it in exchange for the per-share purchase price and the other terms and conditions of the Required Sale, including copies Sale of the Company transaction (and hereby waives any definitive agreements. In connection with a Required Sale, the Xxxx Investors shall include in the Required Sale, and shall require that the transferee agree to acquire in such Required Sale, all Other Investor Securities and each holder of Other Investor Securities shall, upon receipt of a Required Sale Notice, (i) raise no objections against, such sale or the process pursuant to which such sale was arranged; (ii) waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with any merger or consolidation and agrees to take all necessary action to evidence such waiver and to cause the Company to consummate the proposed transaction, including executing such documents as may be reasonably required by the Selling Stockholder in connection with such sale); PROVIDED, that the Bring-Along Stockholders shall only be obligated as provided in this Section 3.4 if (i) the Selling Stockholder shall sell all of its Shares in, or vote all of its Shares in favor of, such sale is structured Sale of the Company transaction, (ii) each Bring-Along Stockholder shall receive the same per Share consideration as a merger the Principal Stockholder in the Sale of the Company transaction (in the case of any Common Stock Equivalent, as adjusted for any amounts payable upon exercise, conversion or consolidation; exchange), and (iii) vote for the consideration received by each Bring-Along Stockholder shall be in the form of cash, and consent (iv) no Bring-Along Stockholder shall be required to make any such Required Sale. Each Other Investor shallrepresentation, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities covenant or warranty in connection with the Required Sale of the Company other than with respect to its beneficial and record ownership of, and authority to sell, its Shares, free and clear of any liens, claims, options, charges, encumbrances and rights (other than those arising hereunder); PROVIDED, each such Bring-Along Stockholder shall participate, pro rata, based upon the same terms number of Shares being sold by the Selling Stockholder and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant each Bring-Along Stockholder, (A) in any indemnity liabilities to the terms purchaser in such transaction, and (B) in any escrow for the purpose of satisfying any such indemnity liabilities, and (v) each Bring-Along Stockholder is provided with a fairness opinion from an Independent Appraiser, stating that the Required Sale Notice. Each holder per Share consideration is fair from a financial point of Other Investor Securities shall take all actions reasonably necessary in connection with the consummation of the Required Sale as requested by the Xxxx Investors. If the Xxxx Investors do not deliver a Required Sale Notice under this Section 7, any Transfer will be subject to Section 6 (Tag Along Rights)view.