Sale of the Company. The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.
Sale of the Company. If there shall occur a merger, consolidation or plan of exchange involving the Company pursuant to which the outstanding shares of Common Stock of the Company are converted into cash or other stock, securities or property, or a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company, then either:
Sale of the Company. (a) Provided that a Drag-Along Notice has not been delivered and the procedures in Section 9.09 are not then currently in effect, notwithstanding anything to the contrary in this Agreement, the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, (ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the Company in an expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, prevent or delay the consummation of the Sale of the Company, (iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an online “data room”, (iv) in the case of the Company only, providing any...
Sale of the Company. In connection with any Sale of the Company, unless otherwise determined by the Manager, the aggregate cash, securities and other property to be received in such Sale of the Company as consideration in respect of the Units shall be allocated in such Sale of the Company among the Holders as if such consideration were Distributed by the Company to the Holders pursuant to the provisions of Section 4.2(a).
Sale of the Company. Upon the occurrence of a Sale of the Company, all Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):
Sale of the Company. In the event of a Sale of the Company, then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities or assets (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such Sale of the Company not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets (including cash) thereafter deliverable upon the exercise thereof. The Company shall not affect any Sale of the Company unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such Sale of the Company, or the entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets (including cash) as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 6 shall similarly apply to successive Sales of the Company.
Sale of the Company. A "Sale of the Company" means the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of (i) 51% or more of the outstanding capital stock of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Company.
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.
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 Appr...
Sale of the Company. (a) As used herein, a “Sale of the Company” means (i) any sale (however effected, including without limitation by sale of stock, merger, share exchange or otherwise, including without limitation in a single transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company include a transaction set forth above where the holders of the Company’s voting stock immediately prior to the transaction hold more than 50% of the outstanding voting stock of the Company or its successor following such transaction.
