Common use of Approved Sale Clause in Contracts

Approved Sale. If a majority of the issued and outstanding shares of Common Stock held by the Management Holders approves a sale of all or substantially all of the assets of the Company, a sale of the Company’s outstanding capital stock or a merger or consolidation in which (x) the purchaser is a third party that is not an Affiliate of the Management Holders; (y) the sale, merger or consolidation is made in accordance with the terms of the Financing Agreement and (z). (i) the Company is not the surviving corporation or (ii) if the Company is the surviving corporation, there has been a change in more than 50% of the ownership of the Company’s voting stock (an “Approved Sale”), then, subject to Section 2.2 below: (i) the Holders shall consent to and raise no objections against the Approved Sale; (ii) if the Approved Sale is structured in whole or part as a merger or consolidation, or a sale of all or substantially all assets, the Holders 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, the Holders agree to sell their respective securities on the terms and conditions approved by the Company’s stockholders; and (iv) the Holders shall take all necessary and desirable actions approved by the Company’s stockholders 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 as set forth in Section 4.2 below.

Approved Sale. (a) If the Bain Holders request a majority Transfer of the issued and outstanding shares all or substantiallx xxl of Common Stock held by the Management Holders approves Holdings' assets determined on a sale consolidated basis or a Transfer of all or substantially all (i.e., greater than 80%) of the assets of the Company, a sale of the Company’s Holdings' outstanding capital stock or a (whether by merger or consolidation (including one in which (x) the purchaser is a third party that is not an Affiliate of the Management Holders; (y) the sale, merger or consolidation is made in accordance with the terms of the Financing Agreement and (z). (i) the Company is not the surviving corporation or (ii) if the Company Holdings is the surviving corporation), there has been a change in more than 50% recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of the ownership of the Company’s voting stock Independent Third Parties (collectively an “"Approved Sale”"), then, subject to Section 2.2 below: (i) the Holders shall each holder of Stockholder Shares will consent to and raise no objections against the such Approved Sale; (ii) if . If the Approved Sale is structured in whole or part as (i) a merger (including one in which Holdings is the surviving corporation) or consolidation, or a sale each holder of all or substantially all assets, the Holders shall Stockholder Shares will waive any dissenter’s 's rights, appraisal rights or similar rights in connection with such merger, merger or consolidation or asset sale; (iiiii) if the Approved Sale is structured in whole Transfer of stock (including by recapitalization, consolidation, reorganization, combination or part as a sale otherwise), each holder of securities, the Holders Stockholder Shares will agree to sell their respective securities all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms (subject to the following sentence) and conditions approved by the Company’s stockholders; and Bain Holders. A Stockholder participating in an Approxxx Sale shall not be required to agree to any noncompetition covenants arising in connection with the transaction (iv) it being understood that such exception does not apply to a noncompetition covenant to which a participating Stockholder may at the Holders shall time already be bound). Each holder of Stockholder Shares will take all necessary and desirable reasonable actions approved by the Company’s stockholders in connection with the consummation of the Approved Sale, including the execution Sale as requested by Holdings. Each holder of such agreements and such instruments and other actions reasonably necessary GS Shares hereby agrees 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 vote all of the aggregate consideration upon the its shares in connection with any potential Approved Sale transaction in the same manner as set forth the Bain Holders. Nothing in Section 4.2 belowthis paragraph 3 shall preclxxx any party from making an offer to Holdings or Holdings from accepting such offer for the assets or stock of Holdings.

Approved Sale. If (a) Subject to paragraphs 2, 4, 9 and 10(a) hereof, if the holders of a majority of the issued and outstanding shares of Common Stock held by approve (or if, after the Management date on which Hoechst (and its Affiliates) own less than 75% of the Initial Hoechst Shares, the Xxxx Holders approves approve), a sale of all or substantially all of the Holdings' assets of the Company, determined on a sale of the Company’s outstanding capital stock or a merger or consolidation in which (x) the purchaser is a third party that is not an Affiliate of the Management Holders; (y) the sale, merger or consolidation is made in accordance with the terms of the Financing Agreement and (z). (i) the Company is not the surviving corporation or (ii) if the Company is the surviving corporation, there has been a change in more than 50% of the ownership of the Company’s voting stock (an “Approved Sale”), then, subject to Section 2.2 below: (i) the Holders shall consent to and raise no objections against the Approved Sale; (ii) if the Approved Sale is structured in whole or part as a merger or consolidation, consolidated basis or a sale of all or substantially all assets(i.e., greater than 80%) of Holdings' outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (collectively an "Approved Sale"), each holder of Stockholder ------------- Shares will consent to and raise no objections against such Approved Sale. If the Holders shall Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares will waive any dissenter’s 's rights, appraisal rights or similar rights in connection with such merger, merger or consolidation or asset sale; (iiiii) if the Approved Sale is structured in whole or part as a sale of securitiesstock, the Holders each holder of Stockholder Shares will agree to sell their respective securities all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Company’s stockholders; holders of a majority of the outstanding shares of Common Stock (or, after the date on which Hoechst (and (ivits Affiliates) own less than 75% of the Holders shall Initial Hoechst Shares, by the Xxxx Holders). Each holder of Stockholder Shares will take all necessary and desirable reasonable actions approved by the Company’s stockholders in connection with the consummation of the Approved Sale, including the execution Sale as requested by Holdings. Each holder of such agreements and such instruments and other actions reasonably necessary GS Shares hereby agrees 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 vote all of the aggregate consideration upon the its shares in connection with any potential Approved Sale transaction in the same manner as set forth the Xxxx Holders. Nothing in Section 4.2 belowthis paragraph 5 shall preclude any party from making an offer to Holdings or Holdings from accepting such offer for the assets or stock of Holdings.

Approved Sale. If (a) Subject to Section 5(c) below, if the Board recommends or approves, and the holders of a majority of the issued and Stockholder Shares then outstanding shares of Common Stock held by (the Management Holders approves "Approving Stockholders") approve, a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the Company, a sale of the Company’s 's outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or a merger otherwise) to an Unaffiliated Third Party or consolidation in which group of Unaffiliated Third Parties (x) the purchaser is a third party that is not an Affiliate of the Management Holders; (y) the each such sale, merger or consolidation is made in accordance an "Approved Sale"), then each holder of Stockholder Shares will vote for and consent to such Approved Sale subject to the terms set forth below. In connection with any Stockholders exercising their rights under this Section 5(a), such Stockholders shall send a written notice to all Other Stockholders setting forth the principal terms of the Financing Agreement and (z). (i) the Company is not the surviving corporation or (ii) if the Company is the surviving corporation, there has been a change in more than 50% of the ownership of the Company’s voting stock (an “proposed Approved Sale”), then, subject to Section 2.2 below: (i) the Holders shall consent to and raise no objections against the Approved Sale; (ii) if . If the Approved Sale is structured in whole or part as (i) a merger or consolidation, or a sale each holder of all or substantially all assets, the Holders shall Stockholder Shares will waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with such merger, merger or consolidation or asset sale; (iiiii) if the Approved Sale is structured in whole or part as a sale of securitiesstock, the Holders each holder of Stockholder Shares will agree to sell their respective securities all of its Stockholder Shares and rights to acquire Stockholder Shares on the same terms and conditions approved as applicable to all of the Stockholder Shares held by the Company’s stockholders; and (iv) the Holders Approving Stockholders. Each Stockholder shall take all necessary and or desirable actions approved by the Company’s stockholders 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 as set forth in Section 4.2 belowreasonably requested by the Approving Stockholders and/or the Company.

Approved Sale. (a) If the holders of a majority of the issued and outstanding shares of Common Stock held by voting Stockholder Shares then outstanding, voting together as if a single class, (the Management Holders approves "Approving Stockholders") approve a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the Company, a sale of the Company’s 's outstanding capital stock or a merger or consolidation in (other than capital stock which (x) the purchaser is a third party that is not Common Stock or convertible into Common Stock) (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Affiliate Unaffiliated Third Party or group of the Management Holders; Unaffiliated Third Parties (y) the each such sale, merger or consolidation is made in accordance with the terms of the Financing Agreement and (z). (i) the Company is not the surviving corporation or (ii) if the Company is the surviving corporation, there has been a change in more than 50% of the ownership of the Company’s voting stock (an “"Approved Sale”"), thenthen each holder of Stockholder Shares will vote for, subject to Section 2.2 below: (i) the Holders shall consent to and raise no objections against such Approved Sale subject to the terms set forth below. In connection with any Stockholders exercising their rights under this Section 5(a), such Stockholders shall send a written notice at least ten (10) business days prior to any Approved Sale to all other Stockholders setting forth the principal terms of the proposed Approved Sale; (ii) if . If the Approved Sale is structured in whole or part as (i) a merger or consolidation, or a sale each holder of all or substantially all assets, the Holders shall Stockholder Shares will waive any dissenter’s dissenters' rights, appraisal rights or similar rights in connection with such merger, merger or consolidation or asset sale; (iiiii) if the Approved Sale is structured in whole or part as a sale of securitiesstock, the Holders each holder of Stockholder Shares will agree to sell their respective securities all of its Stockholder Shares and rights to acquire Stockholder Shares on the same terms and conditions approved as applicable to all of the Stockholder Shares held by the Company’s stockholders; and (iv) the Holders shall Approving Stockholders. Each holder of Stockholder Shares will take all reasonably necessary and or desirable actions approved by the Company’s stockholders in connection with the consummation of the Approved Sale, including Sale as reasonably requested by 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 Investors approving such Approved Sale, and effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in including without limitation (but subject to Section 4.2 below5(c)) executing any applicable purchase agreement.