Common use of Approved Sale Clause in Contracts

Approved Sale. If, at any time prior to the termination of this Agreement, the Company’s Board of Directors (acting in accordance with its fiduciary duties) and the holders of a majority of the Co-Sale Stock shall approve a sale of a majority of the stock or substantially all of the assets of the Company (each, an “Approved Sale”), then subject to Section 5.2 below: (i) Obagi shall consent to and raise no objection against the Approved Sale; (ii) if the Approved Sale is structured in whole or in part as a merger or consolidation, or a sale of all or substantially all assets, Obagi shall waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale; (iii) if the Approved Sale is structured in whole or part as a sale of securities, Obagi agrees to sell its respective securities on the terms and conditions approved by the Company’s shareholders in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, and effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.

Approved Sale. If, at any time prior to the termination of this Agreement, the Company’s Board of Directors If (acting in accordance with its fiduciary dutiesi) and the holders of a majority of the Co-Sale Stock shall Board and the Investor approve a Sale of the Company (an "APPROVED SALE") and (ii) the holders of Stockholder Shares will receive cash or Marketable Securities or any combination thereof in connection with such Sale of the Company, then all of the remaining holders of Stockholder Shares shall consent to and raise no objections to or against the Approved Sale. If the Approved Sale is structured as a (i) merger or consolidation of the Company or sale of a majority of the stock all or substantially all of the assets of the Company (each, an “Approved Sale”determined on a consolidated basis), then subject to Section 5.2 below: (i) Obagi shall consent to and raise no objection against the Approved Sale; (ii) if the Approved Sale is structured in whole or in part as a merger or consolidation, or a sale each holder of all or substantially all assets, Obagi Stockholder Shares shall waive any dissenter’s 's rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale; , or (iiiii) if the Approved Sale is structured in whole or part as a sale of securitiesShares, Obagi agrees the holders of Stockholder Shares shall agree to sell its respective securities their Stockholder Shares on the terms and conditions approved by the Company’s shareholders Board and the holders of a majority of the voting power of the Shares. The holders of Stockholder Shares shall take all necessary and desirable actions, as reasonably directed by the Investor, in connection with the consummation of the Approved SaleSale including, including but not limited to, the execution of such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, and effectuate the allocation and distribution of the aggregate consideration upon the Approved SaleSale as set forth in Section 3(b).

Approved Sale. If, at any time prior Subject to the termination provisions of this AgreementSection 2.5, if the Company’s Board of Directors (acting in accordance with its fiduciary duties) and the holders of a majority of the Co-Sale Stock shall FP approve a sale of a majority of the stock or substantially all of the assets Sale of the Company (each, an “Approved Sale”), then subject to Section 5.2 below: (i) Obagi each Stockholder shall consent to and raise no objection objections against the Approved Sale; (ii) , and if the Approved Sale is structured in whole or in part as a merger or consolidation, or a sale of all the issued and outstanding capital stock of the Company (whether by merger, recapitalization, consolidation or substantially all assetssale or Transfer of Stockholder Shares or otherwise), Obagi then each Stockholder shall waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale; (iii) if Sale of the Approved Sale is structured in whole or part as a sale of securities, Obagi agrees Company and each Stockholder shall agree to sell its respective securities Stockholder Shares on the terms and conditions approved by the Company’s shareholders Board and FP. Each Stockholder shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including including, but not limited to, the execution of such agreements and instruments approved by the Board and FP and such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements arrangement and other provisions and agreements approved by the Board and FP relating to such Approved Sale. The restrictions on Transfers of Stockholder Shares set forth in Sections 2.1, 2.2, 2.3, and effectuate the allocation and distribution of the aggregate consideration upon the 2.4 shall not apply in connection with an Approved Sale.

Approved Sale. If, at any time prior to the termination of this Agreement, the Company’s 's Board of Directors (acting in accordance with its fiduciary duties) and the holders of a majority of the Co-Sale Stock shall approve a sale of a majority of the stock or substantially all of the assets of the Company (each, an “"Approved Sale”"), then subject to Section 5.2 below: (i) Obagi shall consent to and raise no objection against the Approved Sale; (ii) if the Approved Sale is structured in whole or in part as a merger or consolidation, or a sale of all or substantially all assets, Obagi shall waive any dissenter’s 's rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale; (iii) if the Approved Sale is structured in whole or part as a sale of securities, Obagi agrees to sell its respective securities on the terms and conditions approved by the Company’s 's shareholders in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, and effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.