Common use of Approved Sale Clause in Contracts

Approved Sale. (a) In the event of an Approved Sale (as defined below), each holder of Option Shares will vote for, consent to and raise no objections against such Approved Sale, provided that such holders participating in such Approved Sale will, upon the consummation of such Approved Sale, be entitled to receive the same type of consideration as to be received by the preferred stockholders of the Company and provided further that, if there is more than one type of consideration, that each type of consideration be allocated proportionately among the preferred stockholders of the Company and such holders based upon the total value of consideration to be received by the preferred stockholders and such holders in the transaction. If the Approved Sale is structured (x) as a merger or consolidation, each such holder of Option Shares will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation or (y) as a sale of equity, each such holder of Option Shares will agree to sell up to all of such Option Shares on the terms and conditions approved by the Company, and (z) as a sale of assets, each such holder of Option Shares will vote in favor of any subsequent liquidation or other distribution of the proceeds therefrom as approved by the Board. Each holder of Option Shares will take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by Parthenon (including, without limitation, by executing and delivering definitive agreements with respect thereto). An “

Approved Sale. (a) In the event of an Approved Sale (as defined below), each holder of Option Shares will vote for, consent to and raise no objections against such Approved Sale, provided that such holders participating in such Approved Sale will, upon the consummation of such Approved Sale, be entitled to receive the same type of consideration as to be received by the preferred stockholders of the Company and provided further that, if there is more than one type of consideration, that each type of consideration be allocated proportionately among the preferred stockholders of the Company and such holders based upon the total value of consideration to be received by the preferred stockholders and such holders in the transaction. If the Lithe Approved Sale is structured (x) as a merger or consolidation, each such holder of Option Shares will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation or (y) as a sale of equity, each such holder of Option Shares will agree to sell up to all of such Option Shares on the terms and conditions approved by the Company, and (z) as a sale of assets, each such holder of Option Shares will vote in favor of any subsequent liquidation or other distribution of the proceeds therefrom as approved by the Board. Each holder of Option Shares will take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by Parthenon (including, without limitation, by executing and delivering definitive agreements with respect thereto). An “

Approved Sale. (a) In the event that a Disposition Event is approved by the Company’s Board of Directors and consented to by Wave (an “Approved Sale (as defined belowSale”), each holder of Option Shares will vote forStockholder hereby waives, to the extent permitted by applicable law, all rights to object to or dissent from such Approved Sale and hereby agrees to consent to and raise no objections objection against such Approved Sale. The Company and the Stockholders hereby agree to cooperate fully in any Approved Sale and not to take any action prejudicial to or inconsistent with such Approved Sale. Without limiting the generality of the foregoing, provided that each Stockholder hereby agrees to (i) vote such holders participating in Stockholder’s Securities to approve the terms of any such Approved Sale will, upon and such matters ancillary thereto as may be necessary in the consummation judgment of the Board of Directors of the Company to effect such Approved Sale, be entitled (ii) waive any appraisal rights that such Stockholder would have with respect to receive the same type of consideration as to be received by the preferred stockholders of the Company and provided further thatsuch Approved Sale, if there is more than one type of consideration, that each type of consideration be allocated proportionately among the preferred stockholders of the Company and such holders based upon the total value of consideration to be received by the preferred stockholders and such holders (iii) in the transaction. If the an Approved Sale is structured (x) as a merger or consolidation, each such holder of Option Shares will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation or (y) as a sale of equitystock, each such holder of Option Shares will agree to sell up to all of such Option Shares Stockholder’s Securities on the terms and conditions approved by the Company, Board of Directors of the Company and (ziv) as a sale upon request, deliver such Stockholder’s Securities (together with executed instruments of assets, each such holder of Option Shares will vote transfer) in favor of any subsequent liquidation or other distribution escrow (pending receipt of the proceeds therefrom as approved by purchase price therefor) to counsel for the Board. Each holder of Option Shares will take all necessary or desirable actions Company in connection with the consummation of the Approved Sale as requested by Parthenon (including, without limitation, by executing and delivering definitive agreements with respect thereto). An “such sale.