Common use of Approved Sale Clause in Contracts

Approved Sale. If the Manager approves a sale of over 50% of the assets of the Company or of all of the subsidiaries of the Company or of equity with over 50% of the voting power of the Company or 50% of the voting power of all subsidiaries of the Company (whether by merger, consolidation, equity exchange or sale or transfer of equity securities) (as so approved, an “Approved Sale”), (i) each Member shall vote for, consent to and raise no objections against, and waive any dissenters or appraisal rights with respect to, such Approved Sale, and the Company and each Member shall consummate such Approved Sale on the terms and conditions so approved and (ii) the Company, the Manager, each subsidiary and their respective members, boards of directors or managers and each Member shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Manager, including, without limitation, transferring a pro rata portion of such Member’s Interests required to consummate such transaction. Notwithstanding the foregoing, no Member shall be obligated in connection with such Approved Sale to indemnify the prospective transferee or its Affiliates with respect to an amount in excess of the aggregate proceeds paid to such Member in connection with such Approved Sale (other than as a result of a breach of its representations and warranties with respect to authorization and ownership of Interests (and any representations and warranties, if required to be made, will be made by all Members and will be uniform in all material respects), as to which no limitation shall apply). The Manager shall use commercially reasonable efforts to minimize the representations and warranties made by the Members (in their capacity as Members) in connection with any Approved Sale.

Approved Sale. (a) If the Manager approves at any time, a sale Change of over 50% of the assets of the Company Control Transaction with an unaffiliated third party is approved pursuant to Section 6.9(h), or of all of the subsidiaries of the Company proposed by a Qualified Noteholder or of equity with over 50% of the voting power of the Company or 50% of the voting power of all subsidiaries of the Company (whether by merger, consolidation, equity exchange or sale or transfer of equity securitiesFormer Qualified Noteholder and subsequently approved pursuant to Section 6.9(h) (as so approvedin each case, an “Approved Sale”), (i) each Member shall and Unitholder hereby agrees to vote for, consent to and raise no objections against, and waive any dissenters or appraisal rights with respect to, against such Approved Sale, and as applicable. If the Company and Approved Sale is structured as a (A) merger or consolidation, each Member and Unitholder, as applicable, shall consummate waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale merger or consolidation (B) sale of Units, each Member and Unitholder, as applicable, shall agree to sell all of its Units on the terms and conditions so approved and by the Qualified Noteholder or Former Qualified Noteholder, as applicable, or (iiC) the Company, the Managera sale of assets, each subsidiary Member and their respective membersUnitholder, boards as applicable, waive any dissenters’ rights, appraisal rights or similar rights in connection with such sale and approve such sale and any subsequent liquidation of directors the Company or managers other Distribution of the proceeds therefrom. The Company and each Member and Unitholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Manager, including, without limitation, transferring Company or a pro rata portion Qualified Noteholder of such Member’s Interests required to consummate such transaction. Notwithstanding the foregoing, no Member shall be obligated in connection with such Approved Sale to indemnify the prospective transferee or its Affiliates with respect to an amount in excess of the aggregate proceeds paid to such Member in connection with such Approved Sale (other than as a result of a breach of its representations and warranties with respect to authorization and ownership of Interests (and any representations and warranties, if required to be made, will be made by all Members and will be uniform in all material respects)Former Qualified Noteholder, as to which no limitation shall apply). The Manager shall use commercially reasonable efforts to minimize the representations and warranties made by the Members (in their capacity as Members) in connection with any Approved Saleapplicable.

Approved Sale. (a) If the Manager approves a sale holders of over 50% at least sixty percent (60%) of the assets outstanding shares of the Company or of all of the subsidiaries of the Company or of equity with over 50% of the voting power of the Company or 50% of the voting power of all subsidiaries Class A Common Stock approve a Sale of the Company (whether by mergerany such transaction that satisfies the conditions described in this Article IV, consolidationincluding Section 4.1 (c), equity exchange or sale or transfer of equity securities(d) and (e) being hereinafter referred to as so approved, an “Approved Sale” and the holders of such Class A Common Stock being hereinafter referred to as the “Approving Stockholders”), then, upon receipt of written notice from the Company or the Approving Stockholders describing the terms of such Approved Sale (i) including the purchaser, the consideration and the form of the transaction), each Member Stockholder shall vote for, consent to and raise no objections against, and waive any dissenters or appraisal rights with respect to, against such Approved Sale, and shall, subject to Section 4.1(c), take all necessary or desirable actions in connection with the consummation of the Approved Sale, including any amendments to the Certificate of Incorporation and By-laws, as reasonably requested by the Company and each Member shall consummate or the Approving Stockholders (provided such Approved Sale on the terms does not violate or conflict with this Agreement), and conditions so approved and (ii) the Companyshall, the Managersubject to Section 4.1(c), each subsidiary and their respective members, boards of directors or managers and each Member shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the ManagerCompany or the Approving Stockholders. For the avoidance of doubt, including, without limitation, transferring a pro rata portion of such Member’s Interests required to consummate such transaction. Notwithstanding (i) the foregoing, no Member shall be obligated in connection with such Approved Sale to indemnify the prospective transferee or its Affiliates with respect to an amount in excess obligations of the aggregate proceeds Stockholders pursuant to the foregoing sentence shall apply irrespective of the amount of consideration (if any) to be paid to such Member in connection with such Approved Sale (other than as a result of a breach of its representations and warranties with respect the Stockholders pursuant to authorization and ownership of Interests (and any representations and warranties, if required to be made, will be made by all Members and will be uniform in all material respects), as to which no limitation shall apply). The Manager shall use commercially reasonable efforts to minimize the representations and warranties made by the Members (in their capacity as Members) in connection with any Approved Sale., and