Common use of Sale of the Company Clause in Contracts

Sale of the Company. (a) If the Board and the holders of a majority of the Stockholder Shares then outstanding approve a Sale of the Company (the "Approved Company Sale"), the holders of Stockholder Shares will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall agree to sell all of his Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstanding. Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the Company.

Appears in 3 contracts

Samples: Investors Agreement (TWP Capital Corp Ii), Investors Agreement (TWP Capital Corp), Investors Agreement (Transwestern Publishing Co LLC)

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Sale of the Company. (a) If the Board and the holders of a majority of the Stockholder Shares then outstanding and entitled to vote (voting as a single class) approve a Sale of the Company (the an "Approved Company Sale"), the holders each holder of Stockholder Shares will shall vote for, consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall agree to sell all of his Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstandingoutstanding and entitled to vote (voting as a single class). Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the Company.

Appears in 1 contract

Samples: Stockholders Agreement (Zefer Corp)

Sale of the Company. (a) If the Company's Board of Directors and the holders of a majority of the Stockholder Shares shares of Common Stock then outstanding approve a Sale of the Company (the collectively an "Approved Company Sale"), the holders each holder of Stockholder Shares Investor Stock will consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) a merger or consolidation, each holder of Stockholder Shares shall Investor Stock will waive any dissenters dissenters, rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall Investor Stock will agree to sell all of his Stockholder Shares Investor Stock and rights to acquire Stockholder Shares Investor Stock on the terms and conditions approved by the Board of Directors and the holders of a majority of the Stockholder Shares Common Stock then outstanding. Each holder of Stockholder Shares shall Investor Stock will take all necessary or reasonably desirable actions in connection with the consummation of the Approved Company Sale as requested by the Company.

Appears in 1 contract

Samples: Agreement (Nutraceutical International Corp)

Sale of the Company. (a) If the Board and the holders of a majority of the Stockholder Investor Shares then outstanding approve a Sale of the Company to a Person that is not an Affiliate of the GTCR Investors in a bona fide arms-length transaction (the "an “Approved Company Sale"), the holders each holder of Stockholder Shares will shall vote for, consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall agree to sell all of his Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Investor Shares (voting as a single class) then outstanding. Each holder of Stockholder Shares shall take all necessary or desirable such actions in connection with the consummation of the Approved Company Sale as may be reasonably requested by the Company.

Appears in 1 contract

Samples: Stockholders Agreement (VeriFone Holdings, Inc.)

Sale of the Company. (a) If the Board and the holders of a majority of the Stockholder Shares then outstanding approve approves a Sale of the Company (the an "Approved Company Sale"), the holders each holder of Stockholder Shareholder Shares will shall vote for, consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shareholder Shares shall waive any dissenters dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shareholder Shares shall agree to sell all of his Stockholder Shareholder Shares and rights to acquire Stockholder Shareholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstandingBoard. Each holder of Stockholder Shareholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the CompanyBoard.

Appears in 1 contract

Samples: Shareholders Agreement (Answer Think Consulting Group Inc)

Sale of the Company. (a) If the Company's Board of Directors and the holders of a majority of the Stockholder Shares shares of Common Stock then outstanding approve a Sale of the Company (the collectively an "Approved Company Sale"), the holders each holder of Stockholder Shares Executive Stock will consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) a merger or consolidation, each holder of Stockholder Shares shall Executive Stock will waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall Executive Stock will agree to sell all of his Stockholder Shares Executive Stock and rights to acquire Stockholder Shares Executive Stock on the terms and conditions approved by the Board of Directors and the holders of a majority of the Stockholder Shares Common Stock then outstanding. Each holder of Stockholder Shares shall Executive Stock will take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the Company.

Appears in 1 contract

Samples: Executive Stock Agreement (Nutraceutical International Corp)

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Sale of the Company. (a) If Upon the approval by the Board and the holders of a majority of the Stockholder Shares then outstanding approve a Sale of the Company (the an "Approved Company Sale"), each holder of the holders of Stockholder Shares will consent to and raise no objections against to the Approved Company SaleSale of the Company. If the Approved Sale of the Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder the holders of Shares shall will waive any dissenters dissenter rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockstock (whether by merger, consolidation, reorganization or otherwise), each holder of Stockholder the holders of Shares shall will agree to sell all of his Stockholder their Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board and Board. Each of the holders of a majority the Shares will use their best efforts to cooperate in the Approved Sale of the Stockholder Shares then outstanding. Each holder of Stockholder Shares shall Company and will take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as are reasonably requested by the CompanyBoard.

Appears in 1 contract

Samples: Shareholders Agreement (Pac-West Telecomm Inc)

Sale of the Company. (a) If the Board and the holders of a majority of the Stockholder Shares then outstanding LLC approve a Sale of the Company (the an "Approved Company Sale"), the holders each holder of Stockholder Shares will shall vote for, consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockUnits, each holder of Stockholder Shares shall agree to sell all of his his, her or its Stockholder Shares and or rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstandingLLC. Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the Company.

Appears in 1 contract

Samples: Stockholders Agreement (Triad Financial Corp)

Sale of the Company. (a) If the Board and the holders of a majority of the Stockholder Shares then outstanding held by the DLJ Stockholders approve a Sale of the Company (the an "Approved Company Sale"), the holders of each Stockholder Shares will shall vote for, consent to and raise no objections against the such Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall agree to sell all of his Stockholder Shares and rights to acquire Stockholder Shares shares of Common Stock on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstandingheld by the DLJ Stockholders. Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Company Sale and the distribution of the aggregate consideration from such Approved Sale as requested by the Company.

Appears in 1 contract

Samples: Stockholders and Registration Rights Agreement (Duane Reade Inc)

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