Common use of Sale of Substantially All Clause in Contracts

Sale of Substantially All. of Holdings Stock or Assets - If, while you shall be employed by the Company all or substantially all the stock or assets of Holdings shall be sold to a person who is not an affiliate of Xxx Xxxx Xxxxxxx, or if The Renco Group, Inc. sells a controlling interest in Holdings, then, upon the closing of such sale, the Maximum Credit shall be deemed to be vested, and you shall be entitled to receive, as payment in full of your participation, your pro rata share one and one fourth percent (1 1/4%) of the "net proceeds" of the sale available for Holdings Common Stock, in kind, on the same terms and conditions as Holdings or its shareholder is being paid. "Net proceeds", for purposes hereof, shall mean the amount, if any, by which the proceeds of the sale after deducting all expenses of the sale, all applicable taxes, all liabilities retained by the seller and all amounts to which holders of preferred stock are entitled exceeds the consolidated net worth applicable to the Common Stock of Holdings on March 14, 1997. Except for such payment, neither you nor this Company shall have any further rights or liabilities hereunder.

Sale of Substantially All. of Holdings Stock or Assets - If, while you shall be employed by the Company all or substantially all the stock or assets of Holdings shall be sold to a person who is not an affiliate of Xxx Xxxx Xxxxxxx, or if The Renco Group, Inc. sells a controlling interest in Holdings, then, upon the closing of such sale, the Maximum Credit shall be deemed to be vested, and you shall be entitled to receive, as payment in full of your participation, your pro rata share one and one fourth percent (1 1/4%) of the "net proceeds" of the sale available for Holdings Common Stock, in kind, on the same terms and conditions as Holdings or its shareholder is being paid. "Net proceeds", for purposes hereof, shall mean the amount, if any, by which the proceeds of the sale after deducting all expenses of the sale, all applicable taxes, all liabilities retained by the seller and all amounts to which holders of preferred stock are entitled exceeds the consolidated net worth applicable to the Common Stock of Holdings on March 14, 1997. Except for such payment, neither you nor this Company shall have any further rights or liabilities hereunder.June 1,