SALE OF PURCHASER. Upon the closing of a Sale Event (as defined below), Purchaser shall pay, or cause to be paid, the following aggregate amount to CDI, 50% in cash and 50% in shares of TCP Common Stock in accordance with, and subject to the provisions of, Section 3.6(d): the present value of the maximum potential future payments of Contingent Consideration remaining as of the closing of such Sale Event, using a discount factor equal to the thirty (30) year treasury bill rate as of the date of the Sale Event, to calculate the amount of such payment. For purposes of this Agreement "Sale Event" shall mean (i) a sale of all or substantially all of the assets of Purchaser; (ii) a merger or consolidation involving Purchaser, where Purchaser or an affiliate of TCP is not the surviving entity or in which TCP does not remain the owner, either directly or indirectly, of a majority of the outstanding shares of common stock of Purchaser; and (iii) a sale of a majority of the outstanding capital stock of Purchaser to any one person (other than to an affiliate of TCP).
SALE OF PURCHASER. Before the Board of Directors of the Purchaser resolves to enter into a process to sell the Purchaser (not including a “Go Public transaction”), the Purchaser will first engage a reputable investment bank in good standing as an independent financial adviser to advise management and the board on the range of fair market value of the Purchaser. Management will use this number on behalf of the Purchaser to begin negotiations in good faith with the potential any potential purchaser of the Purchaser.
SALE OF PURCHASER. If at any time after the expiration of the Lockout Period, Safanad desires to sell the Purchaser and/or its assets, the Members acknowledge and agree that any such sale will be governed in accordance with the procedures set forth in Section 12.4 of the Investment Partnership Agreement. The Members acknowledge and confirm that the NorthStar Member is a third-party beneficiary of Section 12.4 of the Investment Partnership Agreement. In furtherance of the foregoing, the Venture shall not take any actions pursuant to Section 12.4 without the prior consent of the NorthStar Member, and the Venture shall provide the NorthStar Member with reasonable advance notice and an opportunity to participate in all negotiations and discussions related thereto.
SALE OF PURCHASER. As soon as reasonably practicable after the closing of a Sale Event (as defined below), TCP and Purchaser shall jointly and severally pay, or cause to be paid, the following aggregate amount to Sensor: (i) if the closing of such Sale Event occurs after the date hereof but prior to the one year anniversary of the date hereof, an amount equal to fifty percent (50%) of the difference between (A) the aggregate net consideration paid by the acquiring company who is party to such Sale Event (the "Acquiring Company") to Purchaser and/or TCP in connection with the consummation of such Sale Event, after the payment of all of TCP's and/or Purchaser's costs and expenses directly related to such Sale Event, including, without limitation, all attorneys, accountants and investment banking fees and expenses paid by TCP and/or Purchaser in connection with such Sale Event; provided, however, that all such costs and expenses incurred in connection with such Sale Event shall be prorated among each of the persons who are being sold in connection with the Sale Event based upon each such persons fair market value if more than one person is being sold in connection with such Sale Event; and (B) the sum of (I) $1,750,000 (reduced by the amount of any Purchase Price Adjustment in accordance with Section 3.3 and any amounts actually paid by any of the Contract Parties to Purchaser in accordance with Section 8.3); (II) the amount of all TCP's and/or Purchaser's costs and expenses directly related to the consummation of the transaction contemplated by this Agreement, including, without limitation, all attorneys, accountants and investment banking fees and expenses paid by TCP and/or Purchaser in connection with consummation of the transaction contemplated by this Agreement; and (III) all amounts of Contingent Consideration paid by TCP and Purchaser to Sensor pursuant to this Article III at any time after the date hereof and prior to the closing of the Sale Event (the difference between (A) and (B) above being referred to herein as the "Net Sale Proceeds"); (ii) if the closing of such Sale Event occurs on or after the one year anniversary of the date hereof but prior to the two year anniversary of the date hereof, an amount equal to thirty percent (30%) of the Net Sale Proceeds; (iii) if the closing of such Sale Event occurs on or after the second year anniversary of the date hereof but prior to the three year anniversary of the date hereof, an amount equal to twenty percent (20%) of ...