Common use of Approved Sale Clause in Contracts

Approved Sale. In the event of an Approved Sale (as defined below), each Stockholder agrees (a) to vote all Common Shares beneficially owned by such Stockholder at any regular or special meeting of stockholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (b) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (c) if the Approved Sale is structured as a sale of equity securities by the stockholders of the Company, to sell the Shares then owned by such Stockholder on the terms and conditions of such Approved Sale. “Approved Sale” means (i) a transaction or series of transactions with a third party on an arm’s length basis (including by way of merger, consolidation or sale of equity securities to a third party by one or more stockholders), the result of which is that the holders of the Company’s voting securities immediately prior to such transaction or series of transactions own less than a majority of the combined voting power of the outstanding voting securities of the Company or the surviving or resulting entity, as the case may be, following the transaction or series of transactions, and (ii) a sale of all or substantially all of the Company’s assets (each of the transactions in clauses (i) and (ii), a “Sale Transaction”), which, in each case, (x) has been approved by the Board and (y) provides that the cash (or the fair market value of other consideration, as determined in good faith by the Board) to be received by (A) the holders of the Series A Preferred will be at least equal to the Series A Liquidation Amount (as that term is defined in the Restated Charter) and (B) the holders of the Series B Preferred will be at least equal to the Series B Liquidation Amount (as that term is defined in the Restated Charter). Each Stockholder will take all necessary and desirable actions in connection with the consummation of the Sale Transaction, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering stock certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.

Appears in 6 contracts

Samples: Exchange Agreement (Franklin Electronic Publishers Inc), Exchange Agreement (Saunders Acquisition Corp), Share Purchase Agreement (Saunders Acquisition Corp)

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Approved Sale. In the event of an Approved Sale (as defined below), each Stockholder Holder agrees (a) to vote all Common Shares beneficially owned by such Stockholder at any regular or special meeting of stockholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (b) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (c) if the Approved Sale is structured as a sale of equity securities by the stockholders of the Company, to sell the Shares then owned by such Stockholder Holder on the terms and conditions of such Approved Sale. “Approved Sale” means (i) a transaction or series of transactions with that constitutes a third party on an arm’s length basis Change of Control Transaction (including by way of merger, consolidation or sale of equity securities to a third party by one or more stockholders), as defined in the result of which is that the holders of the Company’s voting securities immediately prior to such transaction or series of transactions own less than a majority of the combined voting power of the outstanding voting securities of the Company or the surviving or resulting entity, as the case may be, following the transaction or series of transactions, and Certificate) (ii) a sale of all or substantially all of the Company’s assets (each of the transactions in clauses (i) and (ii), a “Sale Transaction”), and which, in each case, (x) has been approved by (x) the Board of Directors of the Company, including the Preferred Directors, and (y) provides that the cash holders of at least 67% of the issued and outstanding shares of Series A Preferred Stock, voting together as a separate class (or the fair market value “Requisite Series A Investors”), on an as-converted to Common Stock basis, and the holders of other considerationat least a majority of the issued and outstanding shares of Series B Preferred Stock, voting together as determined in good faith by a separate class (the Board“Requisite Series B Investors,” and together with the Requisite Series A Investors, collectively, the “Requisite Investors”) to be received by and (Az) the holders of the Series A Preferred will be at least equal to a majority of the Series A Liquidation Amount issued and outstanding Voting Common Stock (as that term is defined in the Restated Charterincluding any Voting Common Stock outstanding having been issued upon a conversion of shares of Preferred Stock, but excluding any Voting Common Stock issuable upon a conversion of shares of Preferred Stock but not then outstanding)((y) and (Bz) together, the holders of the Series B Preferred will be at least equal to the Series B Liquidation Amount (as that term is defined in the Restated Charter“Approving Stockholders”). Each Stockholder will Holder shall take all necessary and desirable actions in connection with the consummation of the Sale Transaction, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering stock certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.

Appears in 4 contracts

Samples: Stockholders Agreement (Tabula Rasa HealthCare, Inc.), Stockholders Agreement (Tabula Rasa HealthCare, Inc.), Stockholders Agreement (Tabula Rasa HealthCare, Inc.)

Approved Sale. In the event of an Approved Sale (as defined below), each Stockholder Investor agrees (a) to vote all shares of Series A Preferred Stock and/or Series A-1 Preferred Stock and Common Shares beneficially Stock issued upon conversion thereof then owned by such Stockholder Investor (“Shares”) at any regular or special meeting of stockholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (b) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (c) if the Approved Sale is structured as a sale of equity securities by the stockholders of the Company, to sell the Shares then owned by such Stockholder Investor on the terms and conditions of such Approved Sale. “Approved Sale” means (i) a transaction or series of transactions with a third party on an arm’s length basis (including by way of merger, consolidation or sale of equity securities to a third party by one or more stockholders), the result of which is that the holders of the Company’s voting securities immediately prior to such transaction or series of transactions own less than a majority of the combined voting power of the outstanding voting securities of the Company or the surviving or resulting entity, as the case may be, following the transaction or series of transactions, and (ii) a sale of all or substantially all of the Company’s assets (each of the transactions in clauses (i) and (ii), a “Sale Transaction”), which, in each case, (x) has been approved by (x) the Board of Directors of the Company and (y) provides that the cash (or the fair market value of other consideration, as determined in good faith by the Board) to be received by (A) the holders of the Series A Preferred will be at least equal to the Series A Liquidation Amount (as that term is defined in the Restated Charter) and (B) the holders a majority of the Series B Preferred will be at least equal issued and outstanding shares of the Company’s capital stock on an as-converted to Common Stock basis (the Series B Liquidation Amount (as that term is defined in the Restated Charter“Approving Stockholders”). Each Stockholder Investor will take all necessary and desirable actions in connection with the consummation of the Sale Transaction, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering stock certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.

Appears in 1 contract

Samples: Investor Rights Agreement (Thar Pharmaceuticals Inc)

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Approved Sale. In the event of an Approved Sale (as defined below), each Stockholder of the Shareholders agrees (a) to vote all Common Shares beneficially owned held by such Stockholder each at any regular or special meeting of stockholders Shareholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, and (b) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (c) if the Approved Sale is structured as a sale of all of the equity securities by the stockholders Shareholders of the Company, to sell the Shares then owned by such Stockholder Shareholder on the terms and conditions of such Approved Sale. However, such provision shall not override the provisions of North Dakota law which provide for certain dissenter rights,nor shall such Approved Sale result in disproportionate preferences or rights on distribution between the Non-IMI Shareholders and the other Shareholders. “Approved Sale” means (i) a transaction or series of transactions with a third party on an arm’s length basis (including by way of merger, consolidation or sale of equity securities to a third party by one or more stockholdersShareholders), the result of which is that the holders of the Company’s voting securities Shares immediately prior to such transaction or series of transactions own less than a majority of the combined voting power of the outstanding voting securities Shares of the Company or the surviving or resulting entity, as the case may be, following the transaction or series of transactions; provided, however, that such a transaction shall not be deemed to be an “Approved Sale” hereunder unless the terms and conditions of such transaction allocate all cash and non-cash proceeds of such transaction in compliance with all requirements set forth and (ii) a sale of all or substantially all of the Company’s assets (each of the transactions in clauses (i) and (ii), a “Sale Transaction”), which, in each case, (x) has been approved by the Board and (y) provides that the cash (or the fair market value of other consideration, as determined in good faith by the Board) to be received by (A) the holders Directors of the Series A Preferred will be at least equal to the Series A Liquidation Amount (as that term is defined in the Restated Charter) and (B) the holders Company. Each of the Series B Preferred will be at least equal to the Series B Liquidation Amount (as that term is defined in the Restated Charter). Each Stockholder Shareholders will take all necessary and desirable actions in connection with the consummation of the Sale Transaction, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering stock certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents; provided, however, that no Shareholder owning a minority of the shares of company stock shall be: (x) required to make any representations or warranties not being made (including as to qualifiers) by an Shareholder holding a majority of the shares of company stock, or (y) obligated to abide by or perform (including as to qualifiers) any covenant, agreement, restriction or any other condition required to be made as part of the Approved Sale not being made or performed by an Shareholder holding a majority of the shares of company stock.

Appears in 1 contract

Samples: Shareholders’ Agreement (Integrated Management Information, Inc.)

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