Common use of Sale of the Company Clause in Contracts

Sale of the Company. (a) So long as the Company has not consummated a Public Offering, in the event of, and in connection with, an Approved Sale, (i) each Investor and Permitted Transferee will consent to, vote for and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (ii) if the Approved Sale is structured as a sale of stock, each Investor and Permitted Transferee will agree to sell and will have the right to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock on the terms and conditions set forth in the Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale, including, without limitation, executing the applicable purchase agreement and joining in any indemnification in connection with the Approved Sale; provided, that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion of the total consideration received by all Investors and Permitted Transferees) and (iii) no Investor or Permitted Transferee will be required to agree to any liability under any indemnification obligation in connection with an Approved Sale in excess of the consideration received by such Investor or Permitted Transferee in such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted Transferee.

Sale of the Company. If the Principal Stockholders mutually approve a Company Sale (aan "APPROVED SALE"), the other holders of Stockholder Shares (the "OTHER STOCKHOLDERS") So long as the Company has not consummated a Public Offering, in the event of, and in connection with, an Approved Sale, (i) each Investor and Permitted Transferee will shall consent to, vote for to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (ii) if the against such Approved Sale is structured as a sale (and shall waive any rights of stock, each Investor appraisal arising in connection therewith) and Permitted Transferee will agree to sell shall fully cooperate with and will have the right to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock on the terms and conditions set forth in the Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an such Approved Sale, including, including without limitation, limitation (a) executing the applicable a purchase and sale agreement and joining any other agreement reasonably necessary to effectuate such Approved Sale in the form to be entered into by the Principal Stockholders, (b) amending the Company's Certificate of Incorporation, (c) merging, combining or consolidating the Company with any indemnification in connection with other Person, (d) reorganizing, recapitalizing, liquidating, dissolving or winding-up the Company, (e) exchanging or splitting stock of the Company or (f) selling, leasing or exchanging all or substantially all of the property and assets of the Company and its subsidiaries on a consolidated basis. If the Approved Sale; providedSale is structured as a sale of stock, that (i) indemnification the Other Stockholders shall agree to sell all of their shares of Common Stock and rights to acquire shares of Common Stock on the terms and conditions approved by the Board and the Principal Stockholders. The obligations of the Other Stockholders with respect to obligations any Approved Sale are subject to the conditions that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be (a) upon the sole responsibility consummation of such Investor or Permitted TransfereeApproved Sale, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion all of the total holders of Common Stock will receive the same form and amount of consideration received by per share of Common Stock, or if any holders are given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees) holders will be given the same option and (iiib) no Investor or Permitted Transferee will stockholder shall be required to agree to any liability under any incur indemnification obligation in connection with an Approved Sale obligations (whether several or joint and several) which are in excess of the consideration net proceeds received by such Investor or Permitted Transferee Stockholder in connection with such Approved Sale. In the case of indemnification for event that a Principal Stockholder is Incapacitated, any Company Sale that is approved by the matters contemplated Principal Stockholder that is not Incapacitated shall be deemed to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any an Approved Sale shall have a right to recover from the other Investors for all purposes hereof, and Permitted Transferees all references to the extent that Principal Stockholders in this paragraph shall be deemed to exclude the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted TransfereeIncapacitated Principal Stockholder.

Sale of the Company. If the holders of a majority of the Stockholders Shares (aas defined below) So long as held by KCSN, its Affiliates and their respective transferees ("Investor Stock") then outstanding approve the sale of the Company has to any person who does not consummated own in excess of 10% of the Common Stock on a Public Offeringfully-diluted basis, in who is not controlling, controlled by or under common control with any such 10% owner of Common Stock and who is not the event ofspouse, and in connection withancestor or descendant (by birth or adoption) of any such 10% owner of Common Stock, whether by merger, consolidation, sale of all or substantially all of its assets, sale of all of the outstanding Common Stock or otherwise (an "Approved Sale"), (i) each Investor the holders of Warrants and Permitted Transferee will Warrant Shares shall consent to, vote for to and raise no objections against, against such Approved Sale (including exercising any rights of appraisal) and waive dissenters shall take all necessary and appraisal rights (if any) desirable actions in their capacities as stockholders and warrantholders in connection with respect to, the consummation of such Approved Sale, (ii) if ; provided that in connection with such Approved Sale the holders of Warrants or Warrant Shares shall not be required to make any representations or warranties about the Company. If the Approved Sale is structured as a sale of stock, each Investor and Permitted Transferee will the holders of Warrants shall agree to sell exercise all of their Warrants and will have the right to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock their Warrant Shares on the terms and conditions set forth in approved by the holders of a majority of the Investor Stock then outstanding. The obligations of the holders of Warrants and Warrant Shares with respect to any Approved Sale are subject to the condition that, upon the consummation of such Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock all of the Companyholders of Common Stock will receive the same form and amount of consideration per share of Common Stock, or optionsif any holders are given an option as to the form and amount of consideration to be received, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale, including, without limitation, executing the applicable purchase agreement and joining in any indemnification in connection with the Approved Sale; provided, that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion of the total consideration received by all Investors and Permitted Transferees) and (iii) no Investor or Permitted Transferee holders will be required to agree to any liability under any indemnification obligation in connection with an Approved Sale in excess of given the consideration received by such Investor or Permitted Transferee in such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted Transfereesame option.

Sale of the Company. (a) So long as Any time after the Closing Date, at the request of SBIC Partners, the Company has not consummated shall engage a Public Offeringreputable, in nationally-recognized underwriter reasonably acceptable to the event ofBoard, and, with the assistance of such underwriter and in connection withthe advise of SBIC Partners, an Approved Sale, the Company shall (i) each Investor solicit interests in and Permitted Transferee will initiate discussions with potential purchasers of the assets or capital stock of the Company and/or GSV or (ii) reorganize, recapitalize or refinance the senior or subordinated debt or the equity of the Company in a manner reasonably acceptable to SBIC Partners (collectively, a "Sale of the Company"). In connection with such a Sale of the Company, except as otherwise set forth in this Section 5(a), all shares of Common Stock shall be treated equally, share and share alike. Each holder of Common Stock and Junior Preferred Stock shall vote for, consent to, vote for and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, such Sale of the Approved Sale, (ii) if Company. If the Approved Sale of the Company is structured as (ix) a merger or consolidation, each holder of Common Stock and Junior Preferred Stock shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (x) a sale of stockStock, each Investor holder of Common Stock and Permitted Transferee will Junior Preferred Stock shall agree to sell all of its shares of Common Stock and will have the right Junior Preferred Stock and rights to sell all or a pro rata portion acquire shares of such Investor’s or Permitted Transferee’s Common Stock on the terms and conditions set forth in the Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Saleapproved by SBIC Partners. Each Investor holder of Common Stock and Permitted Transferee will Junior Preferred Stock shall take all necessary and or desirable actions in connection with the consummation of an Approved Sale, including, without limitation, executing the applicable purchase agreement and joining Sale of the Company as requested by SBIC Partners. The obligations of any holder of Class E Common Stock shall be subject to the right of such holder under the Xxxxxxx Securities Purchase Agreement. The obligations of the holders of Junior Preferred Stock in any indemnification this Section 5(a) shall be subject to the rights of such holders to cause the Company to redeem their shares in connection accordance with the Approved Sale; provided, that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion provisions of the total consideration received by all Investors and Permitted Transferees) and (iii) no Investor or Permitted Transferee will be required to agree to any liability under any indemnification obligation in connection with an Approved Sale in excess Junior Certificate of the consideration received by such Investor or Permitted Transferee in such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted TransfereeDesignations.

Sale of the Company. If AIP approves a Company Sale (aan "APPROVED SALE"), the other holders of Stockholder Shares (the "OTHER STOCKHOLDERS") So long as the Company has not consummated a Public Offering, in the event of, and in connection with, an Approved Sale, (i) each Investor and Permitted Transferee will shall consent to, vote for to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (ii) if the against such Approved Sale is structured as a sale (and shall waive any rights of stock, each Investor appraisal arising in connection therewith) and Permitted Transferee will agree to sell shall fully cooperate with and will have the right to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock on the terms and conditions set forth in the Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an such Approved Sale, including, including without limitation, limitation (a) executing the applicable a purchase and sale agreement and joining any other agreement reasonably necessary to effectuate such Approved Sale in the form to be entered into by AIP, (b) amending the Company's Certificate of Incorporation, (c) merging, combining or consolidating the Company with any indemnification in connection with other Person, (d) reorganizing, recapitalizing, liquidating, dissolving or winding-up the Company, (e) exchanging or splitting stock of the Company or (f) selling, leasing or exchanging all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basis. If the Approved Sale; providedSale is structured as a sale of stock, that (i) indemnification the Other Stockholders shall agree to sell all of their shares of Common Stock and rights to acquire shares of Common Stock on the terms and conditions approved by the Board and AIP. The obligations of the Other Stockholders with respect to obligations any Approved Sale are subject to the conditions that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be (a) upon the sole responsibility consummation of such Investor or Permitted TransfereeApproved Sale, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion all of the total holders of Common Stock will receive the same form and amount of consideration received by per share of Common Stock, or if any holders are given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees) holders will be given the same option and (iiib) no Investor or Permitted Transferee will stockholder shall be required to agree to any liability under any incur indemnification obligation in connection with an Approved Sale obligations (whether several or joint and several) which are in excess of the consideration net proceeds received by such Investor or Permitted Transferee Stockholder in connection with such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted Transferee.

Sale of the Company. (a) So Subject to Section 2.2(b), so long as the Company has not consummated a Public Offering, in the event of, and in connection with, an Approved Sale, (i) each Investor and Permitted Transferee will consent to, vote for and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (ii) if the Approved Sale is structured as a sale of stock, each Investor and Permitted Transferee will agree to sell and will have the right be permitted to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock and/or Preferred Stock on the terms and conditions set forth in approved by the Approved SaleRequired Holder (if there is one), and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in approved by the Approved SaleRequired Holder (if there is one). Each Investor and Permitted Transferee will take all reasonably necessary and desirable actions in connection with the consummation of an the Approved Sale, including, without limitation, executing the applicable purchase agreement and joining agreement; provided that no Investor or Permitted Transferee shall be required to agree to share in any indemnification obligation in connection with the Approved Sale; providedSale other than individually and ratably (and not jointly and severally), that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion of the total consideration received by all Investors Investors, Permitted Transferees and Permitted Transferees) and (iii) other investors in the equity securities of the Company); provided, further that no Investor or Permitted Transferee will shall be required to share in any indemnification obligations relating to a breach of a representation, warranty or covenant relating solely to another Investor or Permitted Transferee or such Investor’s or Permitted Transferee’s Securities such as with respect to title to or ownership of Securities (such obligations to be borne solely by such other Investor or Permitted Transferee); and provided, further that no Investor or Permitted Transferee shall be required to agree to any liability under any indemnification obligation in connection with an Approved Sale in excess of which the consideration received by maximum potential indemnification obligation exceeds the proceeds that such Investor or Permitted Transferee would receive in such Approved Saletransaction in consideration for their shares of the equity securities of the Company. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted Transferee.

Sale of the Company. (aA) So long as If the Company has not consummated Board and the holders of a Public Offeringmajority of the shares of Common Stock then outstanding approve a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of all or substantially all of the Company's outstanding capital stock (whether by merger, in the event ofrecapitalization, and in connection withconsolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (collectively an "Approved Sale"), (i) each Investor and Permitted Transferee holder of Executive Stock will vote for, consent to, vote for to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the against such Approved Sale, (ii) if . If the Approved Sale is structured as (i) a merger or consolidation, each holder of Executive Stock will waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, each Investor and Permitted Transferee holder of Executive Stock will agree to sell all of his shares of Executive Stock and will have the right rights to sell all or a pro rata portion acquire shares of such Investor’s or Permitted Transferee’s Common Executive Stock on the terms and conditions set forth in approved by the Approved Sale, Board and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition holders of securities convertible into or exchangeable for capital stock a majority of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved SaleCommon Stock then outstanding. Each Investor and Permitted Transferee holder of Executive Stock will take all necessary and or desirable actions in connection with the consummation of an the Approved Sale as requested by the Company. (B) The obligations of the holders of Common Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, including, without limitation, executing each holder of Common Stock will receive the applicable purchase agreement same form of consideration and joining the same portion of the aggregate consideration that such holders of Common Stock would have received if such aggregate consideration had been distributed by the Company in any indemnification complete liquidation pursuant to the rights and preferences set forth in connection with the Company's Certificate of Incorporation as in effect immediately prior to such Approved Sale; provided, that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect if any holders of a class of Common Stock are given an option as to other obligations the form and representations shall amount of consideration to be on a pro rata basis (based on received, each holder of such class of Common Stock will be given the proportion of the total consideration received by all Investors and Permitted Transferees) same option; and (iii) no Investor or Permitted Transferee each holder of then currently exercisable rights to acquire shares of a class of Common Stock will be required given an opportunity to agree exercise such rights prior to any liability under any indemnification obligation in connection with an the consummation of the Approved Sale and participate in excess such sale as holders of such class of Common Stock. (C) If the Company or the holders of the consideration received Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such Investor negotiation or Permitted Transferee transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock will, at the request of the Company, appoint a purchaser representative (as such term is defined in such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees Rule 501) reasonably acceptable to the extent that Company. If any holder of Executive Stock appoints a purchaser representative designated by the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted TransfereesCompany, compared to the consideration actually received by such Investor or Permitted Transferee.the

Sale of the Company. (a) So long as If Greenwich approves the sale of the Company has not consummated a Public Offeringto an Independent Third Party, in whether by merger, consolidation, sale of all or substantially all of its assets, sale of more than 50% of the event ofoutstanding voting securities of the Company or otherwise (an "APPROVED SALE"), the other holders of Stockholder Shares (the "OTHER STOCKHOLDERS") and in connection with, an Approved Sale, (i) each Investor and Permitted Transferee will the Preference Holders holding shares of Preference Stock shall consent to, vote for to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (ii) if the against such Approved Sale is structured as a sale (and shall waive any rights of stock, each Investor appraisal) and Permitted Transferee will agree to sell shall fully cooperate with and will have the right to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock on the terms and conditions set forth in the Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an such Approved Sale, including, including without limitation, limitation executing a purchase and sale agreement in the applicable purchase agreement and joining in any indemnification in connection with form to be entered into by Greenwich. If the Approved Sale; providedSale is structured as a sale of stock, that the Other Stockholders shall agree to sell all of their shares of Common Stock and rights to acquire shares of Common Stock on the terms and conditions approved by the Board and Greenwich and the Preference Holders shall agree to sell all their shares of Preference Stock for the amount payable in cash to which they would be entitled upon an optional redemption of such Preference Stock (iincluding any Early Redemption Premium). In calculating the Redemption Price for purposes of the preceding sentence, the Future Warrants component of the Base Redemption Amount, if any, shall be converted into cash in an amount equal to the Redemption Value (as defined in the Certificate of Designation) indemnification of the shares of Common Stock issuable upon exercise of the Future Warrants. The obligations of the Other Stockholders with respect to obligations any Approved Sale are subject to the condition that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be (a) upon the sole responsibility consummation of such Investor or Permitted TransfereeApproved Sale, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion all of the total holders of Common Stock will receive the same form and amount of consideration per share of Common Stock as is received by Greenwich, or if Greenwich is given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees) holders will be given the same option and (iiib) no Investor or Permitted Transferee will stockholder shall be required to agree to any liability under any incur indemnification obligation in connection with an Approved Sale obligations which are joint and several (unless Greenwich and the Other Stockholders enter into a contribution agreement which effectively provides for several liability) or which are in excess of the consideration net proceeds received by such Investor or Permitted Transferee stockholder in connection with such Approved Sale. In The obligations of the case of indemnification for Preference Holders holding Preference Shares with respect to any Approved Sale are subject to the matters contemplated to condition that (a) such Approved Sale is made in compliance with Section 11 hereof and (b) no stockholder shall be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make incur indemnification payments obligations which are joint and several (unless the Preference Holders enter into a contribution agreement which effectively provides for several liability) or which are in excess of the net proceeds received by such stockholder in connection with any such Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted TransfereeSale.

Sale of the Company. (a) So long as Subject to the Company has not consummated a Public Offeringrights of Xxxxxxx set forth in Section 5(b), in following the event of, and in connection with, approval of an Approved SaleSale in accordance with the terms hereof, each Stockholder will (ix) each Investor and Permitted Transferee will consent to, vote for to and raise no objections againstagainst the Approved Sale or the process pursuant to which the Approved Sale was arranged, (y) waive any dissenter’s rights and other similar rights, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (iiz) if the Approved Sale is structured as a sale of stock, each Investor and Permitted Transferee Stockholder will agree to sell and will have the right to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock its Stockholder Shares on the terms and conditions set forth in the Approved Sale, and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee Stockholder will take all necessary and desirable actions actions, in its, his or her capacity as a stockholder of the Company, as directed by the Board in connection with the consummation of an any Approved Sale, including, including without limitation, limitation executing the applicable purchase agreement and joining in any granting identical indemnification in connection with rights (whether directly to the Approved Salebuyer of the Stockholder Shares or pursuant to the provisions of a contribution agreement); provided, that (i) each Stockholder’s indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership shall not exceed the aggregate amount of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion of the total consideration received by all Investors and Permitted Transferees) and (iii) no Investor or Permitted Transferee will be required to agree to any liability under any indemnification obligation in connection with an Approved Sale in excess of the consideration proceeds received by such Investor or Permitted Transferee Stockholder in such Approved Sale. In the case ; provided further, that no proceeds of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any such Approved Sale shall have a right to recover from be distributed in respect of any Junior Securities unless each share of Series A Preferred Stock of the other Investors and Permitted Transferees Company shall receive proceeds at least equal to the extent that Liquidation Value (as defined in the amount required to be paid by Company’s certificate of incorporation) of such Investor or Permitted Transferee was disproportionate to share plus all accrued, accumulated and unpaid dividends thereon. If the proportion proceeds of such Approved Sale payable in respect of Series A Preferred Stock of the total consideration received Company are insufficient to pay each share of Series A Preferred Stock of the Company the Liquidation Value (as defined in the Company’s certificate of incorporation) of such share plus all accrued, accumulated and unpaid dividends thereon, such proceeds shall be distributed ratably among the holders of the Series A Preferred Stock of the Company based upon the aggregate Liquidation Value (as defined in the Company’s certificate of incorporation) of such shares (plus all accrued, accumulated and unpaid dividends thereon) held by all Investors and Permitted Transferees, compared to the consideration actually received by each such Investor or Permitted Transfereeholder.

Sale of the Company. If the holders of a majority of the shares of Common Stock held by the Xxxx Group approve a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of all (aor, for accounting, tax or other reasons, substantially all) So long as of the Company has not consummated a Public OfferingCompany's outstanding capital stock (whether by merger, in the event ofrecapitalization, and in connection withconsolidation, reorganization, combination or otherwise) to an Independent Third Party or group of Independent Third Parties (each such sale, an "Approved Sale"), (i) each Investor and Permitted Transferee holder of Executive Stock will vote for, consent to, vote for to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the against such Approved Sale, (ii) if . If the Approved Sale is structured as (i) a merger or consolidation, each holder of 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 Investor and Permitted Transferee holder of Executive Stock will agree to sell all of his shares of Executive Stock and will have the right rights to sell all or a pro rata portion acquire shares of such Investor’s or Permitted Transferee’s Common Executive Stock on the terms and conditions set forth in approved by the Approved Sale, Board and (iii) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition holders of securities convertible into or exchangeable for capital stock a majority of the Company, or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved SaleCommon Stock then outstanding. Each Investor and Permitted Transferee holder of Executive Stock will take all necessary and or desirable actions in connection with the consummation of the Approved Sale as requested by the Company. The obligations of the holders of Common Stock with respect to an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of such Approved Sale, including, without limitation, executing each holder of Common Stock will receive the applicable purchase agreement same form of consideration and joining the same portion of the aggregate consideration that such holders of Common Stock would have received if such aggregate consideration had been distributed by the Company in any indemnification complete liquidation pursuant to the rights and preferences set forth in connection with the Company's Certificate of Incorporation as in effect immediately prior to such Approved Sale; provided, that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect if any holders of a class of Common Stock are given an option as to other obligations the form and representations shall amount of consideration to be on a pro rata basis (based on received, each holder of such class of Common Stock will be given the proportion of the total consideration received by all Investors and Permitted Transferees) same option; and (iii) no Investor or Permitted Transferee each holder of then currently exercisable rights to acquire shares of a class of Common Stock will be required given an opportunity to agree exercise such rights prior to the consummation of such Approved Sale and participate in such Approved Sale as holders of such class of Common Stock. If the Company or the holders of the Company's securities enter into any liability under negotiation or transaction for which Rule 506 (or any indemnification obligation similar rule then in connection effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder will appoint another purchaser representative, and such holder will be responsible for the fees of the purchaser representative so appointed. Executive and the other holders of Executive Stock (if any) will bear their pro-rata share (based upon the number of shares sold) of the costs of any sale of Executive Stock pursuant to an Approved Sale in excess of the consideration received by such Investor or Permitted Transferee in such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that such costs are incurred for the amount required to be benefit of all holders of Common Stock and are not otherwise paid by such Investor the Company or Permitted Transferee was disproportionate to the proportion acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf will not be considered costs of the total consideration received by all Investors and Permitted Transferees, compared to transaction hereunder. The provisions of this Section 9 will terminate upon the consideration actually received by such Investor or Permitted Transfereeconsummation of a Public Offering.

Sale of the Company. (a) So long as If the Company has not consummated a Public OfferingSpectrum Holders approve (and, in the event ofcase of any sale or other fundamental change which requires the approval of the board of directors of a Delaware corporation pursuant to the Delaware General Corporation Law, and in connection withthe Board shall have approved such sale) a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of a majority of the Company’s outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (collectively an “Approved Sale”), the Company shall deliver written notice to the Stockholders setting forth in reasonable detail the terms and conditions of the Approved Sale (i) including, to the extent then determined, the consideration to be paid with respect to each Investor and Permitted Transferee class of the Company’s capital stock). Each holder of Stockholder Shares will consent to, vote for to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the against such Approved Sale, (ii) if . If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockstock (including by recapitalization, consolidation, reorganization, combination or otherwise), each Investor and Permitted Transferee holder of Stockholder Shares will agree to sell all of its Stockholder Shares and will have the right rights to sell all or a pro rata portion of such Investor’s or Permitted Transferee’s Common Stock acquire Stockholder Shares on the terms and conditions set forth in approved by the Approved SaleBoard and such Spectrum Holders. Each holder of Stockholder Shares shall he obligated to join, severally and not jointly, on a pro rata basis (iii) if based on the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition number of securities convertible into or exchangeable for capital stock shares of the Company, applicable class or options, warrants or other rights series of Company Stock to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions set forth in the Approved Sale. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale, including, without limitation, executing the applicable purchase agreement and joining be sold) in any indemnification or other obligations that the sellers of Stockholder Shares are required to provide in connection with the Approved Sale; provided, that Sale (i) indemnification with respect to other than any such obligations that relate specifically solely to a particular Investor or Permitted Transferee Stockholder, such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee a Stockholder regarding such Investor’s or Permitted TransfereeStockholder’s title to or and ownership of Securities Stockholder Shares being sold, in respect of which only such Stockholder shall be the sole responsibility of liable); provided that no holder shall be obligated in connection with such Investor indemnification or Permitted Transferee, (ii) indemnification other obligations with respect to other obligations and representations shall be on a pro rata basis (based on the proportion of the total consideration received by all Investors and Permitted Transferees) and (iii) no Investor or Permitted Transferee will be required to agree to any liability under any indemnification obligation in connection with an Approved Sale amount in excess of the consideration received directly or indirectly by such Investor or Permitted Transferee holder in connection with such transfer (including a pro rata portion of any indebtedness of the Company discharged at the closing of such Approved Sale). In the case Each holder of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments Stockholder Shares will take all requested or desirable actions in connection with any the consummation of the Approved Sale shall have a right to recover from as requested by the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted TransfereeSpectrum Group Stockholders.