Common use of Sale of Control Clause in Contracts

Sale of Control. a. In the event that the holder of more than fifty percent (50%) of the outstanding shares of the Common Stock or more than fifty percent (50%) of the outstanding shares of the common stock of an Affiliate of the Corporation which owns a majority of the outstanding shares of the Common Stock (in either case, the "Majority Stockholder") shall seek to sell more than fifty percent (50%) of the outstanding shares of the Common Stock to a Person which is not an Affiliate of the Majority Stockholder (other than an underwriter in connection with an offering pursuant to a registration statement filed under the Act), the Executive shall be provided a written notice which specifies the identity of the proposed purchaser, the number of shares of the Common Stock proposed to be purchased and the consideration proposed to be paid by such purchaser for each share of the Common Stock (the "Sale of Control Notice"). The Executive shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentence. The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed. In the event that the number so determined includes a fraction which is greater than .50, the Stockholder's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the Stockholder's Included Shares shall be the next smaller whole integer. For example, assume the proposed purchaser desires to purchase 450,000 shares of the Common Stock. On the date that the Sale of Control Notice is mailed, there are 500,000 shares of the Common Stock outstanding and the Executive owns 1,500 of such shares. The number of the Stockholder's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.

Sale of Control. a. (a) In the event that the holder of more than fifty percent (50%) of the outstanding shares of the Common Stock or more than fifty percent (50%) of the outstanding shares of the common stock of an Affiliate of the Corporation which owns a majority of the outstanding shares of the Common Stock (in either case, the "Majority Stockholder") Partnership shall seek to sell more than fifty percent (50%) of the outstanding shares of the Common Stock to a Person which is not an Affiliate of the Majority Stockholder Partnership (other than an underwriter in connection with an offering pursuant to a registration statement filed under the Act), the Executive Investor shall be provided a written notice which specifies the identity of the proposed purchaser, the number of shares of the Common Stock proposed to be purchased and the consideration proposed to be paid by such purchaser for each share of the Common Stock (the "Sale of Control Notice"). The Executive Investor shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder Partnership to include in such proposed sale the number of Shares (the "StockholderInvestor's Included Shares") which is calculated in the manner specified in the following sentence. The StockholderInvestor's Included Shares shall be determined by multiplying the number of Shares owned by the Executive Investor on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed. In the event that the number so determined includes a fraction which is greater than .50, the StockholderInvestor's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the StockholderInvestor's Included Shares shall be the next smaller whole integer. For example, assume the proposed purchaser desires to purchase 450,000 shares of the Common Stock. On the date that the Sale of Control Notice is mailed, there are 500,000 shares of the Common Stock outstanding and the Executive Investor owns 1,500 of such shares. The number of the StockholderInvestor's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.

Sale of Control. a. In 3.1.1 At any time prior to the event that the holder of more than fifty percent (50%) consummation of the outstanding shares of Corporation’s Qualified Public Offering, if the Common Stock or more than fifty percent (50%) of the outstanding shares of the common stock of an Affiliate of the Corporation which owns Stockholders holding a majority of the outstanding shares of the Common Stock (in either case, the "Majority Stockholder") shall seek to sell more than fifty percent (50%) voting power of the outstanding shares Fully Diluted Capital Stock of the Common Stock Corporation (the “Control Stockholders”) shall propose to sell to a Person which third party that is not an Affiliate of the Majority Corporation or any Stockholder (other a “Sale of Control”) all or substantially all of their Covered Securities (provided that shares representing at least a majority of the voting power of the Corporation shall have been Transferred), at a purchase price per share not less than an underwriter the Series B Threshold Amount or the Series C Threshold Amount, which consideration shall be at least 90% in connection with an offering pursuant to a registration statement filed cash or securities registered under the Act)Securities Act and listed on a national exchange or on the Nasdaq National Market, then the Executive Control Stockholders shall have the right (but not the obligation) to cause each Series B and C Preferred Stockholder to sell or cause to be provided a written notice which specifies sold the identity same proportionate part of the proposed purchaser, the number of shares of the Common Stock Covered Securities owned by such Series B and C Preferred Stockholder as are proposed to be purchased and sold by such Control Stockholders, for the consideration equal to the sum of (i) the same consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on such Covered Securities to be sold by such Series B and C Preferred Stockholder and otherwise on the same terms and conditions obtained by such Control Stockholders in the Sale of Control. 3.1.2 At any time prior to the consummation of the Corporation’s Qualified Public Offering, if the Control Stockholders shall propose a Sale of Control of all or substantially all of their Covered Securities (provided that shares representing at least a majority of the voting power of the Corporation shall have been Transferred), at a purchase price per share not less than the Series D Threshold Amount, then the Control Stockholders shall have the right (but not the obligation) to cause each Series D Preferred Stockholder to sell or cause to be sold the same proportionate part of the Covered Securities owned by such Series D Preferred Stockholder as are proposed to be paid sold by such purchaser Control Stockholders, for each the consideration equal to the sum of (i) the same consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on such Covered Securities to be sold by such Series D Preferred Stockholder and otherwise on the same terms and conditions obtained by such Control Stockholders in the Sale of Control. 3.1.3 At any time prior to the consummation of the Common Stock (Corporation’s Qualified Public Offering, if the "Control Stockholders shall propose a Sale of Control Notice"of all or substantially all of their Covered Securities (provided that shares representing at least a majority of the voting power of the Corporation shall have been Transferred). The Executive , at a purchase price per share not less than the Series E Threshold Amount, then the Control Stockholders shall have the option, exercisable in writing within ten right (10but not the obligation) calendar days to cause each Series E Preferred Stockholder to sell or cause to be sold the same proportionate part of the mailing Covered Securities owned by such Series E Preferred Stockholder as are proposed to be sold by such Control Stockholders, for the consideration equal to the sum of (i) the same consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on such Covered Securities to be sold by such Series E Preferred Stockholder and otherwise on the same terms and conditions obtained by such Control Stockholders in the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentenceControl. The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase Brightstar Corp. Fourth Amended and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed. In the event that the number so determined includes a fraction which is greater than .50, the Stockholder's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the Stockholder's Included Shares shall be the next smaller whole integer. For example, assume the proposed purchaser desires to purchase 450,000 shares of the Common Stock. On the date that the Sale of Control Notice is mailed, there are 500,000 shares of the Common Stock outstanding and the Executive owns 1,500 of such shares. The number of the Stockholder's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.Restated Stockholders’ Agreement