Common use of Approved Sale Clause in Contracts

Approved Sale. If at any time the Xxxx Investors or the Board decide to effect a Sale of the Company (an “Approved Sale”), the Xxxx Investors or the Board may deliver a written notice (an “Approved Sale Notice”) with respect to such proposed Approved Sale at least 10 Business Days prior to the anticipated closing date of such Approved Sale to each Executive with the material details of the transaction. In connection with an Approved Sale, each Executive shall (i) conduct itself in a manner conducive to maximizing the aggregate sale proceeds, (ii) raise no objections against, such sale or the process pursuant to which such sale was arranged; (iii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; (iv) vote for and consent to any such Approved Sale; and (v) upon request from the Board or the Xxxx Investors, transfer a proportionate number of such Executive’s Executive Securities or rights to acquire Securities on the terms and conditions approved by the Board. Each Executive shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Xxxx Investors and the Board. If the Xxxx Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).

Approved Sale. If at any time the Xxxx Investors or the Board decide to effect a Sale of the Company (an “Approved Sale”), the Xxxx Investors or the Board may deliver a written notice (an “Approved Sale Notice”) with respect to such proposed Approved Sale at least 10 Business Days prior to the anticipated closing date of such Approved Sale to each Executive Securityholder with the material details of the transaction. In connection with an Approved Sale, each Executive Securityholder shall (i) conduct itself in a manner conducive to maximizing the aggregate sale proceeds, (ii) raise no objections against, such sale or the process pursuant to which such sale was arranged; (iiiii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; (iviii) vote for and consent to any such Approved Sale; and (viv) upon request from the Board or the Xxxx Investors, transfer a proportionate number of such Executive’s Executive Securities or rights to acquire Securities on the terms and conditions approved by the BoardBoard for all Securities that are the subject of the Approved Sale. Each Executive Securityholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Xxxx Investors and the Board. If the Xxxx Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).

Approved Sale. If at any time the Xxxx Investors or the Board decide to effect a Sale of the Company (an “Approved Sale”), the Xxxx Investors or the Board may deliver a written notice (an “Approved Sale Notice”) with respect to such proposed Approved Sale at least 10 Business Days prior to the anticipated closing date of such Approved Sale to each Executive Securityholder with the material details of the transaction. In connection with an Approved Sale, each Executive Securityholder shall (i) conduct itself in a manner conducive to maximizing the aggregate sale proceeds, ; (ii) raise no objections against, such sale or the process pursuant to which such sale was arranged; (iii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; (iv) vote for and consent to any such Approved Sale; and (v) upon request from the Board or the Xxxx Investors, transfer a proportionate number of such Executive’s Executive Securities or rights to acquire Securities on the terms and conditions approved by the BoardBoard for all Securities that are the subject of the Approved Sale. Each Executive Securityholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Xxxx Investors and or the Board. If the Xxxx Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).